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Boston Bancorp - Loan Purchase Agreement
Exhibit 10(TT)
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LOAN PURCHASE AGREEMENT
DATED AS OF
FEBRUARY 7, 1996
BETWEEN
SOUTH BOSTON SAVINGS BANK
AND
BLACKROCK CAPITAL FINANCE L.P.
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TABLE OF CONTENTS
ARTICLE I
DEFINITIONS ....................................................... 1
ARTICLE II
PURCHASE AND SALE OF THE LOANS .................................... 9
Section 2.1. Purchase and Sale of Assets ......................... 9
Section 2.2. Closing ............................................. 9
Section 2.3. Closing Date ........................................ 9
Section 2.4. Transfer and Recordation Taxes; Responsibility
for Recording ....................................... 10
Section 2.5. Closing Expenses .................................... 10
Section 2.6. Post-Closing Deliveries ............................. 11
Section 2.7. Escrows ............................................. 11
Section 2.8. Delivery of Certain Documents; Filing and Recording . 11
Section 2.9. Limited Purpose of Purchase Price Percentages ....... 12
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PURCHASER ....................... 13
Section 3.1. Authority; Binding on Purchaser; Enforceability ..... 13
Section 3.2. Conflict with Existing Laws or Contracts ............ 13
Section 3.3. Legal Action Against Purchaser ...................... 13
Section 3.4. Bankruptcy or Debt of Purchaser; Financial Condition 14
Section 3.5. Decision to Purchase; Limited Representations and
Warranties; Economic Risk; No Reliance .............. 14
Section 3.6. Reserved ............................................ 14
Section 3.7. Compliance with Requirements ........................ 15
Section 3.8. Due Diligence ....................................... 15
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLER .......................... 16
Section 4.1. Representations and Warranties by Seller ............ 16
Section 4.2. Representations and Warranties by Seller as to
each Loan ........................................... 17
ARTICLE V
COVENANTS OF SELLER AND PURCHASER ................................. 24
Section 5.1. Payment of Deposit .................................. 24
Section 5.2. Investment and Disposition of Deposit ............... 24
Section 5.3. Permits, Authorizations, Etc. ....................... 24
Section 5.4. Inspection of Files ................................. 24
Section 5.5. Termination of Servicing by Seller .................. 24
Section 5.6. Certain Payments .................................... 24
Section 5.7. Litigation Cooperation .............................. 25
Section 5.8. Covenants of Seller ................................. 26
Section 5.9. Confidentiality ..................................... 27
Section 5.10. Preliminary Schedule; Closing Schedule ............. 27
Section 5.11. Environmental Reports .............................. 27
Section 5.12. Changes to Asset Files ............................. 27
ARTICLE VI
CONDITIONS PRECEDENT .............................................. 28
Section 6.1. Conditions to Obligation of Purchaser ............... 28
Section 6.2. Conditions to Obligation of Seller .................. 28
ARTICLE VII
ADDITIONAL AGREEMENTS ............................................. 30
Section 7.1. Cooperation ......................................... 30
Section 7.2. Conformity to Law ................................... 30
Section 7.3. Inspection by Seller ................................ 30
Section 7.4. Foreclosure of Real Property by Seller Prior
to Closing .......................................... 31
Section 7.5. Condemnation ........................................ 31
Section 7.6. Certain Use Restrictions ............................ 31
Section 7.7. Environmental Reports ............................... 31
Section 7.8. Reserved ............................................ 31
Section 7.9. Seller's Right to Remove an Asset ................... 32
Section 7.10. Post Closing Conduct ................................ 32
ARTICLE VIII
TERMINATION ....................................................... 33
Section 8.1. Termination ......................................... 33
Section 8.2. Effect of Termination ............................... 33
ARTICLE IX
SURVIVAL OF REPRESENTATIONS AND WARRANTIES, INDEMNIFICATION
AND SPECIAL REMEDIES .............................................. 36
Section 9.1. Survival ............................................ 36
Section 9.2. Seller's Indemnification Covenants .................. 36
Section 9.3. Special Remedies for Seller's Breach of Certain
Representations and Warranties Regarding the Assets . 36
Section 9.4. Purchaser's Indemnification Covenants ............... 37
Section 9.5. Purchaser's Rights to Special Remedies; Procedures,
Time Limitations and Certain Other Matters .......... 37
Section 9.6. Cooperation ......................................... 42
Section 9.7. Subrogation ......................................... 42
Section 9.8. Third Party Claims .................................. 42
Section 9.9. Remedy .............................................. 43
ARTICLE X
NOTICES ........................................................... 44
Section 10.1. Notices ............................................ 44
ARTICLE XI
MISCELLANEOUS PROVISIONS .......................................... 46
Section 11.1. Severability ....................................... 46
Section 11.2. Amendment .......................................... 46
Section 11.3. Waiver ............................................. 46
Section 11.4. Headings ........................................... 46
Section 11.5. Construction ....................................... 46
Section 11.6. Assignment ......................................... 46
Section 11.7. Prior Understandings; Integrated Agreement ......... 47
Section 11.8. Counterparts ....................................... 47
Section 11.9. Survival ........................................... 47
Section 11.10. Governing Law ...................................... 47
Section 11.11. Jurisdiction; Venue ................................ 47
Section 11.12. No Third Party Beneficiaries ....................... 48
Section 11.13. Waiver of Trial by Jury ............................ 48
SCHEDULES
Schedule A. Asset Schedule
Schedule B. Cross-Collateralized Loan Schedule
Schedule C. Repurchase/Special Purchase Price Percentages for
Certain Assets
Schedule 2.1. Servicing Agreement Exceptions Schedule 4.2. Limitations on Representations and Warranties by Seller
as to Each Loan
Schedule 4.2.(e) Seller's Right to Sell
Schedule 4.2.(f) Modifications
Schedule 4.2.(g) Additional Advances
Schedule 4.2.(h) Cross-Collateralization
Schedule 4.2.(i) Participation
Schedule 4.2.(o) Title Insurance
Schedule 4.2.(p) Real Estate Taxes; Water and Sewer Charges
Schedule 4.2.(s) Ground Leases
Schedule 4.2.(u) Bankruptcy or Debt of Borrowers; Financial Condition
Schedule 5.8.(b) Servicing of the Loans
Schedule 7.7. Description of Environmental Reports
LOAN PURCHASE AGREEMENT
THIS AGREEMENT is entered into as of the 7th day of February, 1996, by and between BlackRock Capital Finance L.P., a Delaware limited partnership ("Purchaser"), and South Boston Savings Bank (the "Seller").
W I T N E S S E T H
WHEREAS, Seller has certain rights, title and interest in and to certain Loans that Seller wishes to sell to Purchaser in accordance with this Agreement;
WHEREAS, Purchaser desires to purchase from Seller its rights, title and interest in and to the Loans in accordance with this Agreement; and
NOW, THEREFORE, in consideration of the mutual premises and the representations, warranties, covenants and agreements herein set forth and other valuable consideration, the receipt and adequacy of which is hereby acknowledged, Seller and Purchaser agree, intending to be legally bound hereby, as follows:
ARTICLE I
DEFINITIONS
For purposes of this Agreement, the following terms shall have the meanings indicated below:
"Additional Advances" shall mean, with respect to any Loan, any additions to the principal balance thereof arising from additional advances required to be made to the Borrower pursuant to the Loan Documents after the Closing Date as set forth on Schedule 4.2(g).
"Affiliate" means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the specified Person. For purposes of this definition, the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting stock, by contract or otherwise.
"Agreement" means this Loan Purchase Agreement, including all Schedules hereto, as the same may be amended, supplemented, restated or modified as provided herein.
"Asset" means any Loan and the related Note, Mortgage, Security Agreement and, to the extent assignable, any other related Collateral Property but excluding any related servicing agreements.
"Asset File" means that certain file for each Loan made available by Seller for review by Purchaser, including any amendments, supplements, corrections or modifications to such file up through the Closing Date hereof in possession of Seller.
"Asset Schedule" means the schedule identifying the Loans that is attached hereto as Schedule A and sets forth the following information concerning each Loan, as applicable:
(a) loan number;
(b) control number;
(c) street address of each primary related Mortgage Property;
(d) name of customer as it appears on Seller's loan servicing
records;
(e) stated maturity date (without regard to changes arising
from the Loan Modification Program);
(f) unpaid principal balance of each Loan as of the close of
business on January 31, 1996;
(g) annual interest rate charged by Seller as of January 31,
1996;
(h) stated annual interest rate on the originally executed
Note;
(i) the amount of principal and interest payable monthly in
respect of each Loan;
(j) paid-through date;
(k) the lien priority of the related Mortgage and assignment
of leases;
(l) whether the Note is recourse (R), nonrecourse (NR), or
partial recourse (PR) to the Borrower;
(m) the amount of any related Escrow; and
(n) the Purchase Price Percentage for such Loan.
"Borrower" means the obligor indicated on a Note.
"Business Day" means any day other than a Saturday, Sunday or day on which banks in Boston, Massachusetts are authorized or obligated by law to be closed.
"CERCLA" means the Comprehensive Environmental Response, Compensation and Liability Act, 42 U. S. C. SS 9601 and 9657 et seq., as amended.
"Closing" has the meaning given that term in Section 2.2.
"Closing Date" means the date of Closing, which shall be (a) the earlier of (i) May 14, 1996, (ii) the date which is 14 days (or such earlier period designated by Purchaser in writing to Seller, but in no event less than five Business Days) after the date on which Purchaser has received by facsimile or overnight delivery written notice that the stockholders of Boston Bancorp have approved the Merger (but in no event earlier than March 31, 1996 without the consent of Purchaser) or (b) such other date upon which the parties may mutually agree in writing.
"Closing Schedule" means the schedule to be furnished by Seller pursuant to Section 5.10 setting forth for each Loan the following information:
(a) loan number;
(b) control number;
(c) street address of each primary related Mortgaged Property;
(d) name of each customer as it appears on Seller's loan
servicing records;
(e) stated maturity date;
(f) unpaid principal balance of each Loan as of the opening of
business on the Closing Date;
(g) the annual interest rate charged by the Seller as of
January 31, 1996;
(h) the stated annual interest rate on the originally executed
Note;
(i) the amount of principal and interest payable monthly in
respect of each Loan;
(j) paid-through date;
(k) the lien priority of the related Mortgage and assignment
of leases;
(l) whether the Note is recourse (R), nonrecourse (NR), or
partial recourse (PR) to the Borrower;
(m) the amount of any related Escrows as of the opening of
business on the Closing Date;
(n) the amount of accrued but unpaid interest with respect to
each Loan as of the opening of business on the Closing Date;
(o) the amount of accrued but unpaid interest with respect to
each Loan as of the opening of business on the Closing Date (excluding
any accrued interest with respect to a Loan that is a Past Due Loan as
of the Closing Date);
(p) the annual interest rate charged by the Seller as of the
Closing Date;
(q) the Purchase Price Percentage for such Loan; and
(r) the Loan Purchase Price.
"Collateral Property" means, with respect to each Loan, the Loan Documents, and each and every loan file, document, account or security securing such Loan in the possession of Seller, including, without limitation, any Security Agreement, UCC Financing Statement, assignment of rents, pledge agreement, guaranty, indemnification agreement, assignment of management agreement, assignment of stock or partnership units, title insurance policies, tax and insurance escrows, letters of credit, certificates of deposit or deposits or escrows held as collateral for such Loan, and other insurance policies held by Seller, and excluding each and every servicing agreement and related file.
"Confidentiality Agreement" means any and all confidentiality agreements that were executed by Purchaser with Seller regarding the transactions contemplated hereby, including, without limitation, the confidentiality agreement dated January 19, 1996.
"Consequential Damages" shall have the meaning set forth in Section 9.2.
"Cross-Collateralized Loan" means a Loan that is secured by the same Mortgaged Property (or a portion of the same Mortgaged Property) as one of more of the other Loans, as identified on Schedule B hereto.
"Cross-Collateralized Loan Group" means two or more Cross-Collateralized Loans each of which is secured by the same Mortgaged Property (or a portion of the same Mortgaged Property) as each other Cross-Collateralized Loan in such group.
"Deposit" means the amount paid by the Purchaser herewith equal to $6,600,000, which amount shall include the $50,000 paid pursuant to the Due Diligence Deposit Agreement by Purchaser to Seller prior to the date hereof.
"Delivery Breach" shall have the meaning set forth in Section 9.5(a).
"Due Diligence Deposit Agreement" means the Due Diligence Deposit Agreement dated January 19, 1996 executed by Purchaser and Seller.
"Environmental Reports" means the reports described in Schedule 7.7.
"Escrows" has the meaning given that term in Section 2.7.
"Ground Lease" has the meaning given that term in Section 4.2(s).
"Hazardous Substances" mean, without limitation: (i) those substances included within the definitions of any one or more of the terms "hazardous substances," "hazardous materials," toxic substances," and "hazardous waste" in CERCLA, RCRA and the Hazardous Materials Transportation Act, as amended, 49 U. S. C. Section 1801 et seq., and in the regulations promulgated pursuant to such laws; and (ii) such other substances, materials and wastes as are or become regulated under applicable local, state or federal laws or regulations, or which are classified as hazardous or toxic under federal, state or local laws or regulation, and (iii) any materials, wastes or substances that are (a) petroleum; (b) friable asbestos; (c) polychlorinated biphenyls; (c) designated as a "hazardous substance" pursuant to Section 311 of the Clean Water Act, as amended, 13 U. S. C. S 1321 et seq. (33 U. S. C. S1321) or designated as "toxic pollutants" pursuant to S 307 of the Clean Water Act (33 U. S. C. S 1317); (e) flammable explosives; or (f) radioactive materials; provided, however, that lead paint and non-friable asbestos shall not be deemed for any purpose under this Agreement to be Hazardous Substances.
"Indemnified Party" has the meaning given that term in Section 9.7.
"Indemnifying Party" has the meaning given that term in Section 9.6.
"Interested Purchaser" means Purchaser, its successors or assigns, if such Person is a borrower or other obligor, or has an Affiliate that is a borrower or other obligor, pursuant to a guarantee, letter of credit or otherwise, under or in connection with any of the Loans or otherwise has an interest in any of the Loans (other than the interests created by this Agreement).
"Loan" means a loan to be sold, transferred and conveyed pursuant to this Agreement that is evidenced by a Note and is included on the Asset Schedule.
"Loan Agreement" means, with respect to each Loan, the written agreement setting forth the principal terms of such Loan executed by the Borrower under such Loan.
"Loan Documents" means, with respect to each Loan, all documents, agreements or instruments relating to such Loan in Seller's possession, including, without limitation, the Note, any Loan Agreement, any Mortgage, any assignment of leases and rents, any letters of credit, any guarantees, any Security Agreement, any UCC Financing Statement, any pledge agreements, any indemnification agreements, any assignment of management agreements, any assignment of permits, licenses and contracts, and any assignment, supplement, reinstatement, extension, endorsement or modification thereof.
"Loan Modification Program" is described on Schedule 4.2(f).
"Loan Purchase Price" means, with respect to each Loan, the amount calculated by multiplying (i) the Purchase Price Percentage set forth in the Asset Schedule for such Loan, and (ii) the unpaid principal balance of such Loan as of the Closing Date; provided that for purposes of calculating the Repurchase Price for the Assets set forth on Schedule C, the Purchase Price Percentage shall be equal to the percentage set forth opposite the control number for such Asset on Schedule C.
"Matured Borrower" has the meaning given that term on Schedule 4.2.
"Matured Loans" has the meaning given that term on Schedule 4.2.
"Merger" means the merger between Boston Bancorp and a subsidiary of Bank of Boston Corporation pursuant to the Agreement and Plan of Reorganization dated October 10, 1995 between Boston Bancorp and Bank of Boston Corporation.
"Mortgage" means, with respect to a Loan, a mortgage, deed of trust or other security instrument creating a lien upon Mortgaged Property described therein that secures a Note, and all written amendments, modifications or supplements thereto.
"Mortgaged Property" means the land, building(s) and other improvements securing any Loan (not including Secondary Mortgaged Property) at the address as set forth on the Asset Schedule. Notwithstanding anything to the contrary contained herein, Seller makes no representation or warranty as to any Secondary Mortgaged Property.
"Note" means, with regard to a Loan, the originally executed promissory note or notes, bond or other evidence of indebtedness (including but not limited to an originally executed affidavit of loss of an original Note, together with a copy of such original lost Note) with respect to such Loan and all written amendments, modifications or supplements thereto.
"Notice of Claim" means a notice of Purchaser to Seller meeting the requirements of Section 9.5(b).
"Offset Amount" has the meaning given that term in Section 9.5(g)(v).
"Past Due Loan" is, as of any date, a Loan for which, as of the opening of business on such date, there exists accrued but unpaid interest in an amount equal to or greater than a total of 90 days' interest charges on such Loan.
"Permitted Investment" means certificates of deposit, demand or time deposits, or banker's acceptances issued by Seller.
"Person" means an individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization, or government or any agency or subdivision thereof.
"Policy" has the meaning given that term on Schedule 4.2.
"Preliminary Date" means the date that is the earlier of (a) May 1, 1996 or (b) the Business Day next succeeding the date on which the stockholders of Boston Bancorp approve the Merger.
"Preliminary Schedule" means the schedule to be furnished by Seller pursuant to Section 5.10 setting forth for each Loan the information, as of the Preliminary Date, responsive to the categories listed in the definition of Closing Schedule.
"Purchase Price" means that dollar amount equal to the sum of all of the Loan Purchase Prices.
"Purchase Price Percentage" means for each Loan the percentage set forth as the Purchase Price Percentage for such Loan on the Asset Schedule.
"Purchaser" means BlackRock Capital Finance L.P., a Delaware limited partnership.
"RCRA" means the Resource Conservation and Recovery Act of 1976, as amended, 42 U. S. C. S 6901 et seq.
"Required Consents" shall have the meaning given that term in Section 5.3.
"Repurchase Date" means the date on which any Asset is repurchased pursuant to this Agreement.
"Repurchase Price" shall have the meaning given that term in Section 9.5(g).
"Secondary Mortgaged Property" means such additional land, buildings, other improvements, personal property and other collateral securing a Loan that are not listed on the Asset Schedule.
"Security Agreement" means any security agreement creating a lien upon personal property described therein which secures a Note, including, but not limited to, an assignment of leases.
"Seller" means South Boston Savings Bank.
"Soon to Mature Loans" has the meaning given that term on Schedule 4.2(f).
"Third Party" means any Person other than Seller and its Affiliates.
"Third Party Claim" has the meaning given to that term in Section 9.6.
"Title Insurance Policy" has the meaning given to that term in Section 4.2(o).
"UCC Financing Statement" means a financing statement executed and filed pursuant to the Uniform Commercial Code, as in effect in the relevant jurisdiction.
"Unmatured Loans" has the meaning given that term on Schedule 4.2(f).
"Unreviewed Mortgaged Properties" means all Mortgaged Properties other than those Mortgaged Properties identified on Schedule 7.7 (or any exhibit thereto) as to which an Environmental Report is to be provided by Seller to Purchaser as described on Schedule 7.7.
ARTICLE II
PURCHASE AND SALE OF THE LOANS
Section 2.1. Purchase and Sale of Assets. Subject to the terms, provisions and conditions of this Agreement, Seller hereby agrees to sell, assign and convey unto Purchaser, and Purchaser hereby agrees to purchase and accept from Seller, on a servicing released basis (that is, with all servicing agreements or obligations relating to the Loans (other than those set forth on Schedule 2.1) terminated on or prior to the Closing Date) all of Seller's right, title, and interest in and to the Assets. The sale of the Assets shall include all of Seller's rights, title and interest in and to any related Note, Mortgage, Security Agreement, Loan Agreement, the Mortgaged Property and any participation or similar agreement representing an interest in the foregoing and any other related Collateral Property (to the extent assignable); provided, however, that certain Assets may be deleted from the purchase and sale hereunder in accordance with Section 7.9 hereof.
Section 2.2. Closing. Seller and Purchaser agree that time is of the essence under this Agreement and that the closing of the purchase and sale of the Assets (the "Closing") shall be held on the Closing Date, at 10:00 a.m., at the offices of Ropes & Gray, One International Place, Boston, Massachusetts or such other place in The Commonwealth of Massachusetts as is selected by Seller and notice of which is given to Purchaser at least two Business Days prior to the Closing or at such other place as Seller and Purchaser shall agree in writing.
Section 2.3. Closing Date. On the Closing Date, in a substantially contemporaneous closing,
(a) Seller shall:
(i) sell, assign, convey and transfer to Purchaser all
its right, title and interest in and to the Assets, the
Mortgaged Property and the Secondary Mortgaged Property (in
the case of Collateral Property, to the extent assignable);
(ii) deliver to Purchaser the Note for each Loan
endorsed by allonge in blank together with copies of all
intervening endorsements thereof from the original payee to
the Person endorsing;
(iii) deliver to Purchaser the original Mortgage (or a
copy thereof evidencing recording) related to a Loan;
(iv) execute and deliver to Purchaser a bill of sale;
(v) execute and deliver such UCC Financing Statements
and assignments of UCC Financing Statements and such notices
and other documents as may be prepared by and reasonably
requested by Purchaser in accordance with Section 2.8 below;
(vi) subject to Section 2.6, deliver to Purchaser
copies of all other Loan Documents, Security Agreements and
documents, instruments and agreements constituting Collateral
Property; and
(vii) pay to Purchaser amounts due pursuant to Section
2.7.
(b) Purchaser shall pay to Seller in immediately available
funds an amount equal to the sum of (i) the Purchase Price minus the
amounts due to the Purchaser under Section 5.6 plus the amounts due to
the Seller under Section 5.6 minus the Deposit (including all interest
accrued thereon) credited pursuant to Section 5.2 and (ii) the amount
of accrued but unpaid interest based on the interest rate charged by
the Seller at the Closing Date with respect to each Loan as of the
opening of business on the Closing Date (excluding any accrued interest
with respect to a Loan that is a Past Due Loan as of the Closing Date)
and (iii) any amounts paid by Seller on behalf of a Borrower in respect
of payments for which such Borrower's Escrow was insufficient as
indicated on the Closing Schedule.
Section 2.4. Transfer and Recordation Taxes; Responsibility for Recording. Purchaser shall prepare, file and be responsible for, and shall pay when due and payable, all transfer, filing and recording fees and taxes, costs and expenses, and any state or county documentary taxes, if any, with respect to the filing or recording of any document or instrument contemplated hereby. Purchaser shall prepare and deliver to Seller, reasonably in advance of the Closing, documents required to be executed by Seller at Closing pursuant to Section 2.3(a)(ii) and (v). Purchaser shall bear sole responsibility for recording or filing all assignments of Mortgage and UCC Financing Statements delivered to Purchaser at the Closing or thereafter. Notwithstanding the foregoing, the recording or filing of such documents shall not be a condition to payment by the Purchaser of the Purchase Price or the Closing.
Section 2.5. Closing Expenses. Except as otherwise expressly provided herein, whether or not the transactions contemplated hereunder are completed, Purchaser and Seller shall each be responsible for the payment of its own closing costs and expenses and its costs and expenses in negotiating and carrying out its obligations under this Agreement, including, without limitation, the costs of its counsel. Purchaser shall be responsible for the payment of all of the costs of its title insurance and all of the due diligence and other costs and expenses of Purchaser relating to this Agreement and the transactions contemplated hereby. Subject to Section 5.6(a)(ii), Seller shall be responsible for the payment of all costs of the Environmental Reports.
Section 2.6. Post-Closing Deliveries. As soon as practicable, but no later than five (5) Business Days after the Closing Date, at the offices of Seller or such other locations(s) in The Commonwealth of Massachusetts as Seller determines, Seller shall deliver to Purchaser originals (to the extent available and, if not, copies) of any additional Loan Documents and Collateral Property not delivered to Purchaser at the Closing that are in the possession of Seller. Without limiting the generality of the foregoing, Seller shall use reasonable efforts to deliver any documents or other materials to be provided under this Section 2.6 on the Closing Date and, to the extent that any such documents and materials are not delivered on the Closing Date, Seller shall arrange for Purchaser to have such access to such documents and materials after the Closing Date, during normal business hours, as Purchaser may reasonably require in order to administer the Loans or to enforce any of Purchaser's rights with respect thereto. Seller's actions taken pursuant to this Section 2.6 shall be sufficient, as of the Closing Date, to permit the Purchaser or its designee to commence servicing the Loans on the Closing Date in accordance with customary servicing standards.
Section 2.7. Escrows. At Closing, all escrows for taxes, governmental assessments and insurance premiums, water, sewer and municipal charges, deposits, security deposits, replacement reserves or other escrowed funds relating to the Loans remitted to Seller and then remaining undisbursed (the "Escrows") shall be assigned, transferred and paid over to Purchaser (except to the extent that such assignments are not permitted by law or the related Loan Documents) and shall be held by, or for the benefit of, Purchaser in accordance with the terms on which any such Escrows were held by Seller. All Escrows shall be held and applied by Purchaser for their designated purposes.
Section 2.8. Delivery of Certain Documents; Filing and Recording. Notwithstanding anything herein to the contrary, and without limiting the representations and warranties contained herein, on or after the Closing Date upon Purchaser's reasonable request and at Purchaser's preparation and expense, Seller shall execute and make available to Purchaser any number of UCC Financing Statements in all jurisdictions required, in Purchaser's reasonable judgment, to convey or perfect Purchaser's right, title and interest in any of the Notes, Mortgages, Loan Documents, Security Agreements, or other Collateral Property. In addition, on or after the Closing Date at Purchaser's request, preparation and expense, Seller shall execute and make available to Purchaser all notices to insurers and all other documents, including without limitation assignments of mortgage, which Purchaser reasonably deems necessary under applicable law to convey or perfect Purchaser's title to any Note, Mortgage, Loan Document, Security Agreement or other Collateral Property or necessary under applicable law for Purchaser to enjoy all rights of a holder with respect thereto. At its sole cost and expense, Purchaser shall prepare and record, subject to the reasonable approval of Seller, any notice or other documents requested pursuant to this Section 2.8.
Section 2.9. Limited Purpose of Purchase Price Percentages. The parties to this Agreement acknowledge that the Purchase Price Percentage for each Asset is an allocation of the Purchase Price to each Asset derived for the sole purpose of providing the parties with a mechanism for implementing certain provisions of this Agreement, including remedies to which the Purchaser may be entitled, if any. The parties to this Agreement further acknowledge that the Purchase Price Percentage of each Asset is not necessarily reflective or determinative of the fair market value of each Asset and that the estimated value for each Asset as determined pursuant to any provision hereof, whether expressed as a fixed dollar amount or as a percentage of the aggregate value of all of the Assets, is not necessarily reflective or determinative of the fair market value of the Mortgaged Property relating to any Asset or of Seller's or Purchaser's estimation of such values in agreeing to the Purchase Price. The foregoing is not intended to alter the limitations set forth herein with respect to Purchaser's remedies for any breach.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser represents and warrants to Seller, as of the date hereof and as of the Closing Date as follows:
Section 3.1. Authority; Binding on Purchaser; Enforceability. Purchaser is a limited partnership, duly organized, validly existing and in good standing under the laws of the State of Delaware with powers adequate for the making and performing of this Agreement and for carrying on the business now conducted or proposed to be conducted by it. Purchaser has taken all action required to make all of the provisions of this Agreement the valid and enforceable obligations they purport to be. Purchaser is duly qualified and in good standing as a foreign limited partnership in all jurisdictions where it is required so to be qualified, except for failures to be so qualified that do not in the aggregate have a material adverse effect on Purchaser and wh...
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