(b) Due Authority. Purchaser has the full corporate power and authority to (i) perform, and to enter into and consummate, all transactions contemplated by this Agreement and (ii) purchase and hold each Participation Interest; the execution, delivery and performance of this Agreement by Purchaser and the consummation of the transactions contemplated hereby have been duly and validly authorized.
(c) No Conflict. Neither the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will conflict with or result in a breach of any of the terms, conditions or provisions of its governing documents or result in a material breach of any legal restriction by which Purchaser is bound, or constitute a material default or result in an acceleration under any of the foregoing, or result in the violation of any material law, rule, regulation, order, judgment or decree to which Purchaser is subject.
(d) No Consent Required. No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by Purchaser of this Agreement or the consummation of the transactions contemplated by this Agreement, or if required, such consent, approval, authorization or order has been obtained prior to the Closing Date. Purchaser is an eligible purchaser and transferee of participation interests in home equity conversion loans pursuant to FHA Regulations Section 206.101(f)(3) (24 C.F.R. §206.101(f)(3)).
(f) Non-performing HECM Loans. Purchaser acknowledges that all or substantially all of the HECM Loans are or have been non-performing on their original and/or modified terms.
(g) No Brokers. No broker, investment banker or other Person is entitled to any broker’s, finder’s or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Purchaser that would become an obligation of Seller on or after the Closing Date.
(h) Ability to Perform. Purchaser does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant and obligation contained in this Agreement. There exists no law or judgment, award, order, writ, or decree of any court that would prohibit Purchaser from acquiring or holding the Participation pursuant to this Agreement.
(k) No Reliance. In entering into this Agreement, Purchaser has not relied upon any oral information from Seller or any of its employees, agents, attorneys or representatives, other than the limited representations and warranties of Seller contained herein. Purchaser acknowledges that no employee, agent, attorney or representative of Seller has been authorized to make, and that Purchaser has not relied upon, any statements, representations or warranties other than those specifically contained in this Agreement.