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F a SQ- r�3 09:21 F.2lS' <br />{ (1) If a ,rchaser executes this Agreement as a corporation,Purchaser and tach <br /> of the persons tecuting this Agreement on behalf of Purchaser represent and warrant. <br /> that (i) Purchaser is a duly organized and existing oocporatiort In Scrod stanoding (ii) <br /> Purchases is qualified to do business in the State rad its state of Incorporation (if <br /> different);(iii)Purchaser has full right and<authority to enter Into tiers Agmement and to <br /> consummate the transaction conttmplued herein:(1v)each of the person executing this <br /> Agreement on behalf of Purchaser is authorized to do so; and (v) this Agreement <br /> constitutes a valid and leerily binding obligation of Purchaser,-enforecable in accordance <br /> with its terms. <br /> li partrm1h p or joint <br /> (�) If Pua�chaser executei this Agreement as a <br /> Purchaser and each of the persons executing this Agreement an behalf of Purehxaer <br /> reprrsenrand warms that:(l) Purchaser Is a-duly organized and en ssft partnership or <br /> joint venturhe; (li)Purchaser is qualified to do business in the State and the mate of its <br /> formation (if diKeraht); (iii) Purchaser has full right and authority to enter into this <br /> Agreement and to consummate the' traftsaction contemplated herein; (Iv) sub of the <br /> parsons executing this Agmeemem on behalf of Purehaw is authorised to do so,and(v) <br /> this Agreement owstitutes a valid and legally binding oblivion of Purchaser, <br /> enforceable in accordance with its;terms. <br /> (3); If Purchaser executes'this Agreement as a coqxnation, <br /> venture, Purchases, as soon as possible azul in no event agar than swim (7)days brace <br /> the Effective Efate, shall deliver to Seller such documentation as Seller rrtgly theastntably <br /> mquire to evidence the matters set forth In either Sections S(a)(t)or(2)of Part II above, <br /> including, without limitation, corporate: or partnership resolutions authorial the_4 <br /> transaction contemplated herein. <br /> (t) ' These at no mawri 4e or administrative ptnccedistp'pending or,to <br /> the best of-Purchaser's bowledge.Ureatened against or affsecting Purchaser. <br /> (S) Purchaser is not aware of any employee"of FDIC or Resolution Trust <br /> Corporation('RTC")of any'famili member"of any FDIC or RTC employee who has <br /> any interest, direct or indirect, in the acquisition of the Property pursuant to this <br /> Agreement(the 'Tsansacticn'). Flu purposes of this Apteement, 'family member" of <br /> an;FDIC or RTC employee;shall mean the employee's spouse or dependwt child or any <br /> member of the employee's immediate household. Purchaser qxft to execute sus <br /> Affidavit of Disclosure in the fonn;attached as Eahibil `W and provide it to Seller an <br /> or before the Effective Date. 'i <br /> i <br /> i INITIALS OF PURCHASER <br /> M Purchases is not a Pam prohibited from purchasing assets tmdtx 12. <br /> U.S.C.Section 1821(p). The Purchsseralao wamats and represents to FDIC that except <br /> as otherwise disclosed to FDIC in writiq and attached hersto: <br /> (a) Neither Purchaser, if an individual, nor any director, if a <br /> tat Joration, nes•any officer"ar employee participating or egated to participate <br /> in, any manner in the Transaction_ prior to its coy summation ('FaNdpturt <br /> Person')is a former emplayot of FDIC,the Federal Savings and Loan Insurance <br /> Corporation ('FSLIC*). the,Fa oral dome.L.oatt Bartle Baud('FHLBB'). <br /> (b) Neither Purchaser icor any director of Petrosal Purchaser. its <br /> corporation, nor any Participating Person has any obligation owed to FDIC that <br /> is not performing as agreed or from which such person than ban released(If such <br /> release'involved the forgiveness of indebtedness). <br /> �G <br /> (e) Purchaser is not awsrie of(1)any debtor of FDIC whose obliptims <br /> are not Worming as agreed or(u)any debtor of FDIC who was reit faun <br /> his or her abligatians (if web mum involvaX! the forgiveness of indebtedness) <br /> who has any l"mat. direct or indirect, int the acquisition of assets through the <br /> Tranwison. <br /> D o3S96 <br />