Common use of Representation, Warranties and Agreement of Purchaser Clause in Contracts

Representation, Warranties and Agreement of Purchaser. The Purchaser, without conceding that the Mortgage Loans are securities, hereby makes the following representations, warranties and agreements, which shall have been deemed to have been made as of the Closing Date for the related Mortgage Loans: (i) the Purchaser understands that the Mortgage Loans have not been registered under the Securities Act or the securities laws of any state; (ii) the Purchaser is acquiring the Mortgage Loans for its own account only and not for any other person; (iii) the Purchaser considers itself a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Mortgage Loans; (iv) the Purchaser has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of New York with full power and authority (corporate and other) to enter into and perform its obligations under this Agreement; (v) this Agreement has been duly executed and delivered by the Purchaser, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Purchaser, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; (vi) the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof; (vii) the execution and delivery of this Agreement have been duly authorized by all necessary partnership action on the part of the Purchaser; neither the execution and delivery by the Purchaser of this Agreement, nor the consummation by the Purchaser of the transactions herein contemplated, nor compliance by the Purchaser with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Purchaser or any law, governmental rule or regulation or any material judgment, decree or order binding on the Purchaser or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Purchaser is a party or by which it is bound; (viii) there are no actions, suits or proceedings pending or, to the knowledge of the Purchaser, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter that in the judgment of the Purchaser will be determined adversely to the Purchaser and will if determined adversely to the Purchaser materially adversely affect its ability to perform its obligations under this Agreement; and (ix) except for the sale to the Company, the Purchaser has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein.

Representation, Warranties and Agreement of Purchaser. The Purchaser, without conceding that the Mortgage Loans are securities, hereby makes the following representations, warranties and agreements, which shall have been deemed to have been made as of the Closing Date for the related Mortgage Loans:Date. (i) the Purchaser understands that the Mortgage Loans have not been registered under the Securities 1933 Act or the securities laws of any state; (ii) the Purchaser is acquiring the Mortgage Loans for its own account only and not for any other person; (iii) the Purchaser considers itself a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Mortgage Loans; (iv) the Purchaser has been is a corporation duly organized and is organized, validly existing as a limited partnership and in good standing under the laws of the State jurisdiction of New York its incorporation and has all licenses necessary to carry out its business as now being conducted, and is licensed and qualified to transact business in and is in good standing under the laws of each state in which any Mortgaged Property is located or is otherwise exempt under applicable law from such licensing or qualification or is otherwise not required under applicable law to effect such licensing or qualification and no demand for such licensing or qualification has been made upon the Purchaser by any such state, and in any event the Purchaser is in compliance with full power the laws of any such state to the extent necessary to ensure the enforceability of each Mortgage Loan and authority (corporate and other) to enter into and perform its obligations under the servicing of the Mortgage Loans in accordance with the terms of this Agreement; (v) The Purchaser has the full power and authority and legal right to hold, transfer and convey each Mortgage Loan, to sell each Mortgage Loan and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement and the related Purchase Price and Terms Letter and to conduct its business as presently conducted; the Purchaser has been duly authorized the execution, delivery and performance of this Agreement and any agreements contemplated hereby, has duly executed and delivered by this Agreement and the Purchaserrelated Purchase Price and Terms Letter, andand any agreements contemplated hereby, assuming due authorizationand this Agreement and the related Purchase Price and Terms Letter and any agreements contemplated hereby, execution and delivery by each of constitute the other parties hereto, constitutes a legal, valid, valid and binding agreement obligations of the Purchaser, enforceable against it in accordance with its their respective terms, subject to except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or other reorganization and similar laws laws, and by equitable principles affecting the enforceability of the rights of creditors’ rights generally ; and all requisite corporate action has been taken by the Purchaser to general principles of equity regardless of whether enforcement is sought make this Agreement, the related Purchase Price and Terms Letter and all agreements contemplated hereby are valid and binding upon the Purchaser in a proceeding in equity or at lawaccordance with their terms; (vi) Neither the execution and delivery of this Agreement, the related Purchase Price and Terms Letter, the purchase of the Mortgage Loans by the Purchaser, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement and the related Purchase Price and Terms Letter will conflict with any of the terms, conditions or provisions of the Purchaser's charter or by-laws or materially conflict with or result in a material breach of any of the terms, conditions or provisions of any legal restriction or any agreement or instrument to which the Purchaser is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the material violation of any law, rule, regulation, order, judgment or decree to which the Purchaser or its property is subject; (vii) There is no litigation, suit, proceeding or investigation pending or threatened, or any order or decree outstanding, which is reasonably likely to have a material adverse effect on the purchase of the Mortgage Loans, the execution, delivery, performance or enforceability of this Agreement or the related Purchase Price and Terms Letter, or which is reasonably likely to have a material adverse effect on the financial condition of the Purchaser; (viii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof; (vii) the execution and delivery of this Agreement have been duly authorized by all necessary partnership action on the part of the Purchaser; neither the execution and delivery by the Purchaser of this Agreement, nor the consummation by the Purchaser of the transactions herein contemplated, nor compliance by the Purchaser with this Agreement and the provisions hereofrelated Purchase Price and Terms Letter, will conflict with or result in a breach ofexcept for consents, or constitute a default underapprovals, any of the provisions of the governing documents of the Purchaser or any law, governmental rule or regulation or any material judgment, decree or order binding on the Purchaser or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to authorizations and orders which the Purchaser is a party or by which it is boundhave been obtained; (viiiix) there are no actions, suits or proceedings pending or, to the knowledge of the Purchaser, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any The consummation of the transactions contemplated by this Agreement or (B) with respect to any other matter that and the related Purchase Price and Terms Letter are in the judgment ordinary course of business of the Purchaser; (x) The Purchaser does not believe, nor does it have any cause or reason to believe, that it cannot perform each and every covenant contained in this Agreement and the related Purchase Price and Terms Letter. The Purchaser is solvent and the purchase of the Mortgage Loans will be determined adversely to not cause the Purchaser and will if determined adversely to the Purchaser materially adversely affect its ability to perform its obligations under this Agreementbecome insolvent; and (ixxi) except for the sale to the Company, the The Purchaser has not assigned dealt with any broker, investment banker, agent or pledged other person that may be entitled to any commission or compensation in connection with the sale of the Mortgage Note or the related Mortgage or any interest or participation thereinLoans.

Representation, Warranties and Agreement of Purchaser. The Purchaser, without conceding that the Mortgage Loans are securities, hereby makes the following representations, warranties and agreements, which shall have been deemed to have been made as of the Closing Date for the related Mortgage Loans:Date. (i) the Purchaser understands that the Mortgage Loans have not been registered under the Securities 1933 Act or the securities laws of any state; (ii) the Purchaser is acquiring the Mortgage Loans for its own account only and not for any other person; (iii) the Purchaser considers itself a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Mortgage Loans; (iv) the Purchaser has been is a corporation duly organized and is organized, validly existing as a limited partnership and in good standing under the laws of the State jurisdiction of New York its incorporation and has all licenses necessary to carry out its business as now being conducted, and is licensed and qualified to transact business in and is in good standing under the laws of each state in which any Mortgaged Property is located or is otherwise exempt under applicable law from such licensing or qualification or is otherwise not required under applicable law to effect such licensing or qualification and no demand for such licensing or qualification has been made upon the Purchaser by any such state, and in any event the Purchaser is in compliance with full power the laws of any such state to the extent necessary to ensure the enforceability of each Mortgage Loan and authority (corporate and other) to enter into and perform its obligations under the servicing of the Mortgage Loans in accordance with the terms of this Agreement; (v) The Purchaser has the full power and authority and legal right to hold, transfer and convey each Mortgage Loan, to sell each Mortgage Loan and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement and the related Purchase Price and Terms Letter and to conduct its business as presently conducted; the Purchaser has been duly authorized the execution, delivery and performance of this Agreement and any agreements contemplated hereby, has duly executed and delivered by this Agreement and the Purchaserrelated Purchase Price and Terms Letter, andand any agreements contemplated hereby, assuming due authorizationand this Agreement and the related Purchase Price and Terms Letter and any agreements contemplated hereby, execution and delivery by each of constitute the other parties hereto, constitutes a legal, valid, valid and binding agreement obligations of the Purchaser, enforceable against it in accordance with its their respective terms, subject to except as such enforceability may be lim- ited by bankruptcy, insolvency, reorganization, moratorium, or other reorganization and similar laws laws, and by equitable principles affecting the enforceability of the rights of creditors’ rights generally ; and all requisite corporate action has been taken by the Purchaser to general principles of equity regardless of whether enforcement is sought make this Agreement, the related Purchase Price and Terms Letter and all agreements contemplated hereby valid and binding upon the Purchaser in a proceeding in equity or at lawaccordance with their terms; (vi) Neither the execution and delivery of this Agreement, the related Purchase Price and Terms Letter, the purchase of the Mortgage Loans by the Purchaser, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement and the related Purchase Price and Terms Letter will conflict with any of the terms, conditions or provisions of the Purchaser's charter or by-laws or materi- ally conflict with or result in a material breach of any of the terms, conditions or provisions of any legal restriction or any agreement or instrument to which the Purchaser is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the material violation of any law, rule, regulation, order, judgment or decree to which the Purchaser or its property is subject; (vii) There is no litigation, suit, proceeding or investigation pending or threatened, or any order or decree outstanding, which is reasonably likely to have a material adverse effect on the purchase of the Mortgage Loans, the execution, delivery, performance or enforceability of this Agreement or the related Purchase Price and Terms Letter, or which is reasonably likely to have a material adverse effect on the financial condition of the Purchaser; (viii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof; (vii) the execution and delivery of this Agreement have been duly authorized by all necessary partnership action on the part of the Purchaser; neither the execution and delivery by the Purchaser of this Agreement, nor the consummation by the Purchaser of the transactions herein contemplated, nor compliance by the Purchaser with this Agreement and the provisions hereofrelated Purchase Price and Terms Letter, will conflict with or result in a breach ofexcept for consents, or constitute a default underapprovals, any of the provisions of the governing documents of the Purchaser or any law, governmental rule or regulation or any material judgment, decree or order binding on the Purchaser or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to authorizations and orders which the Purchaser is a party or by which it is boundhave been obtained; (viiiix) there are no actions, suits or proceedings pending or, to the knowledge of the Purchaser, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any The consummation of the transactions contemplated by this Agreement or (B) with respect to any other matter that and the related Purchase Price and Terms Letter are in the judgment ordinary course of business of the Purchaser; (x) The Purchaser does not believe, nor does it have any cause or reason to believe, that it cannot perform each and every covenant contained in this Agreement and the related Purchase Price and Terms Letter. The Purchaser is solvent and the purchase of the Mortgage Loans will be determined adversely to not cause the Purchaser and will if determined adversely to the Purchaser materially adversely affect its ability to perform its obligations under this Agreement; andbecome insolvent; (ixxi) except for the sale to the Company, the The Purchaser has not assigned dealt with any broker, investment banker, agent or pledged other person that may be entitled to any commission or compensation in connection with the sale of the Mortgage Note or the related Mortgage or any interest or participation thereinLoans.