U.S. SANCTIONS ADMINISTERED BY THE OFFICE OF
FOREIGN ASSETS CONTROL OF THE U.S. TREASURY DEPARTMENT ("OFAC").
(HH)
U.S. REAL PROPERTY HOLDING CORPORATION.
THE COMPANY IS NOT AND HAS
NEVER BEEN A U.S. REAL PROPERTY HOLDING CORPORATION WITHIN THE MEANING OF
SECTION 897 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE COMPANY
SHALL SO CERTIFY UPON PURCHASER'S REQUEST.
(II)
BANK HOLDING COMPANY ACT.
NEITHER THE COMPANY NOR ANY OF ITS
SUBSIDIARIES OR AFFILIATES IS SUBJECT TO THE BANK HOLDING COMPANY ACT OF 1956,
AS AMENDED (THE "BHCA") AND TO REGULATION BY THE BOARD OF GOVERNORS OF THE
FEDERAL RESERVE SYSTEM (THE "FEDERAL RESERVE").
NEITHER THE COMPANY NOR ANY OF
ITS SUBSIDIARIES OR AFFILIATES OWNS OR CONTROLS, DIRECTLY OR INDIRECTLY, FIVE
PERCENT (5%) OR MORE OF THE OUTSTANDING SHARES OF ANY CLASS OF VOTING SECURITIES
OR TWENTY-FIVE PERCENT OR MORE OF THE TOTAL EQUITY OF A BANK OR ANY ENTITY THAT
IS SUBJECT TO THE BHCA AND TO REGULATION BY THE FEDERAL RESERVE.
NEITHER THE
COMPANY NOR ANY OF ITS SUBSIDIARIES OR AFFILIATES EXERCISES A CONTROLLING
INFLUENCE OVER THE MANAGEMENT OR POLICIES OF A BANK OR ANY ENTITY THAT IS
SUBJECT TO THE BHCA AND TO REGULATION BY THE FEDERAL RESERVE.
(JJ)
MONEY LAUNDERING.
THE OPERATIONS OF THE COMPANY ARE AND HAVE
BEEN CONDUCTED AT ALL TIMES IN COMPLIANCE WITH APPLICABLE FINANCIAL
RECORD-KEEPING AND REPORTING REQUIREMENTS OF THE CURRENCY AND FOREIGN
TRANSACTIONS REPORTING ACT OF 1970, AS AMENDED, APPLICABLE MONEY LAUNDERING
STATUTES AND APPLICABLE RULES AND REGULATIONS THEREUNDER (COLLECTIVELY, THE
"MONEY LAUNDERING LAWS"), AND NO ACTION, SUIT OR PROCEEDING BY OR BEFORE ANY
COURT OR GOVERNMENTAL AGENCY, AUTHORITY OR BODY OR ANY ARBITRATOR INVOLVING THE
COMPANY WITH RESPECT TO THE MONEY LAUNDERING LAWS IS PENDING OR, TO THE
KNOWLEDGE OF THE COMPANY, THREATENED.
18
3.2
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS.
EACH PURCHASER,
FOR ITSELF AND FOR NO OTHER PURCHASER, HEREBY REPRESENTS AND WARRANTS AS OF THE
EXECUTION OF THIS AGREEMENT ON THE DATE HEREOF TO THE COMPANY AS FOLLOWS (UNLESS
AS OF A SPECIFIC DATE THEREIN):
(A)
ORGANIZATION; AUTHORITY.
SUCH PURCHASER IS EITHER AN INDIVIDUAL
OR AN ENTITY DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE
LAWS OF THE JURISDICTION OF ITS ORGANIZATION WITH FULL RIGHT, CORPORATE OR
PARTNERSHIP POWER AND AUTHORITY TO ENTER INTO AND TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT AND OTHERWISE TO CARRY OUT ITS OBLIGATIONS
HEREUNDER AND THEREUNDER. THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND
PERFORMANCE BY SUCH PURCHASER OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE, PARTNERSHIP, LIMITED
LIABILITY COMPANY OR SIMILAR ACTION, AS APPLICABLE, ON THE PART OF SUCH
PURCHASER.
EACH TRANSACTION DOCUMENT TO WHICH IT IS A PARTY HAS BEEN DULY
EXECUTED BY SUCH PURCHASER, AND WHEN DELIVERED BY SUCH PURCHASER IN ACCORDANCE
WITH THE TERMS HEREOF, WILL CONSTITUTE THE VALID AND LEGALLY BINDING OBLIGATION
OF SUCH PURCHASER, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS, EXCEPT:
(I) AS LIMITED BY GENERAL EQUITABLE PRINCIPLES AND APPLICABLE BANKRUPTCY,
INSOLVENCY,