Common use of Certain Representations and Agreements Clause in Contracts

Certain Representations and Agreements. By executing and delivering this Transfer Supplement, the Transferring Participant and the Purchasing Participant represent, warrant and confirm to and agree with each other and the Company as follows: 5.1 Each of the Transferring Participant and the Purchasing Participant has all requisite corporate or company authority to execute and deliver this Transfer Supplement and perform its obligations hereunder. 5.2 The Purchasing Participant confirms that it has made such review, analysis and decision to acquire the Transferring Participant’s Interests independently and without reliance upon the Company or the Transferring Participant. 5.3 The Purchasing Participant confirms that it has such knowledge and experience in the origination, sale and/or purchase of performing and non-performing or distressed loans, including, without limitation, construction loans secured by residential properties, as well as financial and business matters as to enable the undersigned to utilize the information made available to it with respect to the Transferring Participant’s Interests to evaluate the merits and risks of a purchase of the Transferring Participant’s Interests, and to make an informed decision with respect thereto. 5.4 The Purchasing Participant acknowledges, understands and represents that it is able to bear the economic risks associated with the acquisition and ownership of the Transferring Participant’s Interests, including, without limitation, the risk of a total loss of its investment therein and the risk that it may be required to hold the Transferring Participant’s Interests for an indefinite period of time. 5.5 The Purchasing Participant acknowledges that, unless otherwise provided in this Transfer Supplement, the Transferring Participant is not and will not make any representation or warranty with respect to the Transferring Participant’s Interests. 5.6 The Purchasing Participant acknowledges and agrees that (i) the proposed sale of the Transferring Participant’s Interests is not intended to constitute the sale of a “security” within the meaning of the Securities Act of 1933, as amended, or any applicable federal or state securities laws, (ii) no inference that any of the Transferring Participant’s Interests is a “security” under such federal or state securities laws shall be drawn from any of the representations or warranties made by the Purchasing Participant, (iii) it is not contemplated that any filing will be made with the Securities and Exchange Commission or pursuant to the Blue Sky or securities laws of any jurisdiction, and (iv) if any of the Transferring Participant’s Interests is a security, such may not be resold or otherwise transferred by the undersigned except in accordance with any and all applicable federal securities laws and Blue Sky laws. 5.7 The Purchasing Participant shall perform in accordance with its terms all of the obligations which by the terms of the Participation Agreement are required to be performed by it as the Participant.

Certain Representations and Agreements. By executing and delivering this Transfer Supplement, the Transferring Participant and the Purchasing Participant represent, warrant and confirm to and agree with each other and the Company as follows: 5.1 Each of the Transferring Participant and the Purchasing Participant has all requisite corporate or company authority to execute and deliver this Transfer Supplement and perform its obligations hereunder. 5.2 The Purchasing Participant confirms that it has made such review, analysis and decision to acquire an interest in the Transferring Participant’s Interests Loans independently and without reliance upon the Company or the Transferring Participant. 5.3 The Purchasing Participant confirms that it has such knowledge and experience in the origination, sale and/or purchase of performing and non-performing or distressed loans, including, without limitation, construction loans secured by residential properties, as well as financial and business matters as to enable the undersigned to utilize the information made available to it with respect to the Transferring Participant’s Interests to evaluate the merits and risks of a purchase of the Transferring Participant’s Interests, and to make an informed decision with respect thereto. 5.4 The Purchasing Participant acknowledges, understands and represents that it is able to bear the economic risks associated with the acquisition and ownership of the Transferring Participant’s Interests, including, without limitation, the risk of a total loss of its investment therein and the risk that it may be required to hold the Transferring Participant’s Interests for an indefinite period of time. 5.5 The Purchasing Participant acknowledges that, unless otherwise provided in this Transfer Supplement, the Transferring Participant is not and will not make any representation or warranty with respect to the Transferring Participant’s Interests. 5.6 The Purchasing Participant acknowledges and agrees that (i) the proposed sale of the Transferring Participant’s Interests is not intended to constitute the sale of a “security” within the meaning of the Securities Act of 1933, as amended, or any applicable federal or state securities laws, (ii) no inference that any of the Transferring Participant’s Interests is a “security” under such federal or state securities laws shall be drawn from any of the representations or warranties made by the Purchasing Participant, (iii) it is not contemplated that any filing will be made with the Securities and Exchange Commission or pursuant to the Blue Sky or securities laws of any jurisdiction, and (iv) if any of the Transferring Participant’s Interests is a security, such may not be resold or otherwise transferred by the undersigned except in accordance with any and all applicable federal securities laws and Blue Sky laws. 5.7 The Purchasing Participant shall perform in accordance with its terms all of the obligations which by the terms of the Participation Agreement are required to be performed by it as the Participant.and

Certain Representations and Agreements. By executing and delivering this Transfer Supplement, the Transferring Participant and the Purchasing Participant represent, warrant and confirm to and agree with each other and the Company as follows: 5.1 Each of the Transferring Participant and the Purchasing Participant has all requisite corporate or company authority to execute and deliver this Transfer Supplement and perform its obligations hereunder. 5.2 The Purchasing Participant confirms that it has made such review, analysis and decision to acquire the Transferring Participant’s Interests Interest independently and without reliance upon the Company or the Transferring Participant. 5.3 The Purchasing Participant confirms that it has such knowledge and experience in the origination, sale and/or purchase of performing and non-performing or distressed loans, including, without limitation, construction loans secured by residential properties, as well as financial and business matters as to enable the undersigned to utilize the information made available to it with respect to the Transferring Participant’s Interests to evaluate the merits and risks of a purchase of the Transferring Participant’s Interests, and to make an informed decision with respect thereto. 5.4 The Purchasing Participant acknowledges, understands and represents that it is able to bear the economic risks associated with the acquisition and ownership of the Transferring Participant’s Interests, including, without limitation, the risk of a total loss of its investment therein and the risk that it may be required to hold the Transferring Participant’s Interests for an indefinite period of time. 5.5 The Purchasing Participant acknowledges that, unless otherwise provided in this Transfer Supplement, the Transferring Participant is not and will not make any representation or warranty with respect to the Transferring Participant’s Interests. 5.6 The Purchasing Participant acknowledges and agrees that (i) the proposed sale of the Transferring Participant’s Interests is not intended to constitute the sale of a “security” within the meaning of the Securities Act of 1933, as amended, or any applicable federal or state securities laws, (ii) no inference that any of the Transferring Participant’s Interests is a “security” under such federal or state securities laws shall be drawn from any of the representations or warranties made by the Purchasing Participant, (iii) it is not contemplated that any filing will be made with the Securities and Exchange Commission or pursuant to the Blue Sky or securities laws of any jurisdiction, and (iv) if any of the Transferring Participant’s Interests is a security, such may not be resold or otherwise transferred by the undersigned except in accordance with any and all applicable federal securities laws and Blue Sky laws. 5.7 The Purchasing Participant shall perform in accordance with its terms all of the obligations which by the terms of the Participation Agreement are required to be performed by it as the Participant.