Common use of REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE BUYER Clause in Contracts

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE BUYER. The Buyer represents, warrants and agrees as follows: 6.1 The Buyer will not violate any laws relating to unfair credit collection practices in connection with the Loan. The Buyer will indemnify the Seller and hold the Seller harmless from and against any and all claims, demands, losses, damages, penalties, fines, forfeitures, judgments, legal fees and any other costs, fees, and expenses heretofore or hereafter incurred by the Seller as a result of (i) a breach by the Buyer of the aforesaid agreement or (ii) any claim, demand or assertion that the Buyer or the Seller was in any way involved in or had in any way authorized any unlawful collection practices in connection with the Loan or (iii) any claim, demand or assertion by the Borrower in connection with the Loan. The Buyer agrees to notify the Seller within three (3) Banking Days of notice or knowledge of any such claim or demand. 6.2 The Buyer will not institute any legal action in the name of the Seller or continue to prosecute in the name of the Seller any pending legal action nor shall the Buyer intentionally or unintentionally, through misrepresentation or nondisclosure, mislead or conceal that the Buyer’s ownership of the Loan following the Closing. The Buyer acknowledges that there is no adequate remedy at law for violation of this subparagraph and consents to the entry of an order by a court of competent jurisdiction enjoining any violation or threatened violation of the provisions of this subparagraph. The Buyer will indemnify the Seller and hold the Seller harmless from and against any and all claims, demands, losses, damages, judgments, legal fees and any other costs, fees and expenses heretofore or hereafter incurred by the Seller as a result of a breach by the Buyer of the aforesaid agreement. 6.3 The Buyer’s decision to purchase the Loan is based upon the Buyer's own independent evaluation. The Buyer has made such independent investigation as the Buyer deems to be warranted into the nature, validity, enforceability, collectibility, and value of the Loan and all other facts it deems material to its purchase, and is entering into this transaction herein provided for, solely on the basis of that investigation and the Buyer's own judgment, and is not acting in reliance on any representation of, or information furnished by the Seller and acknowledges that no employee or representative of the Seller has been authorized to make any statements or representations other than those specifically contained in this Agreement. The Buyer hereby waives any right or cause of action it might now or in the future have against the Seller as a result of its purchase of the Loan. 6.4 The Buyer (i) is able to bear the economic risk associated with the purchase of the Loan, (ii) has adequate information concerning the business and financial condition of the Borrower or any third party to make an informed decision regarding the purchase of the Loan, (iii) has such knowledge and experience so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (iv) has independently and without reliance upon the Seller, and based on such information as the Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Buyer acknowledges that the Seller has not given the Buyer any investment advice, credit information or opinion on whether the purchase of the Loan is prudent. 6.5 The Buyer has full power and authority to execute, deliver and perform its obligations under, this Agreement and is authorized to enter into this Agreement. All laws, rules and regulations to which the Buyer may be subject have been duly complied with. This Agreement has been duly and validly executed and delivered by the Buyer and constitutes the legal, valid, and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except that such enforceability may be limited by bankruptcy, insolvency, or other similar laws of general applicability affecting the enforcement of creditors’ rights generally and by the court’s discretion in relation to equitable remedies. 6.6 The Buyer is an “accredited investor” as that term is defined by the Securities Act of 1933, as amended. The Buyer has such knowledge and experience in financial and business matters, relating to the ownership and collection of loan assets, that it is capable of evaluating the merits and risks of a prospective investment in the Loan. The Buyer acknowledges that the Loan may have limited or no liquidity and it has the financial capability to hold the Loan for an indefinite period of time and to bear the economic risks of, including a complete loss of its investment in, the purchase and acquisition of the Loan.

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE BUYER. The Buyer represents, warrants and agrees as follows: 6.1 8.1 The Buyer will not violate any laws relating to unfair credit collection practices in connection with the Loan. The Buyer will indemnify the Seller and hold the Seller harmless from and against any and all claims, demands, losses, damages, penalties, fines, forfeitures, judgments, legal fees and any other costs, fees, and expenses heretofore or hereafter incurred by the Seller as a result of (i) a breach by the Buyer of the aforesaid agreement or (ii) any claim, demand or assertion that the Buyer or the Seller was in any way involved in or had in any way authorized any unlawful collection practices in connection with the Loan or (iii) any claim, demand or assertion by the Borrower in connection with the Loan. The Buyer agrees to notify the Seller within three (3) Banking Business Days of notice or knowledge of any such claim or demand. 6.2 8.2 The Buyer will not institute any legal action in the name of the Seller or continue to prosecute in the name of the Seller any pending legal action nor shall the Buyer intentionally or unintentionally, through misrepresentation or nondisclosure, mislead or conceal that the Buyer’s ownership of the Loan Note following the Closing. The Buyer acknowledges that there is no adequate remedy at law for violation of this subparagraph and consents to the entry of an order by a court of competent jurisdiction enjoining any violation or threatened violation of the provisions of this subparagraph. The Buyer will indemnify the Seller and hold the Seller harmless from and against any and all claims, demands, losses, damages, judgments, legal fees and any other costs, fees and expenses heretofore or hereafter incurred by the Seller as a result of a breach by the Buyer of the aforesaid agreement. 6.3 The 8.3 Buyer’s decision to purchase the Loan Note is based upon the Buyer's ’s own independent evaluation. The Buyer has made such independent investigation as the Buyer deems to be warranted into the nature, validity, enforceability, collectibilitycollectability, and value of the Loan Note and all other facts it deems material to its purchase, and is entering into this transaction herein provided for, solely on the basis of that investigation and the Buyer's ’s own judgment, and is not acting in reliance on any representation of, or information furnished by the Seller and acknowledges that no employee or representative of the Seller has been authorized to make any statements or representations other than those specifically contained in this Agreement. The Buyer hereby waives any right or cause of action it might now or in the future have against the Seller as a result of its purchase of the LoanNote. 6.4 8.4 The Buyer (i) is able to bear the economic risk associated with the purchase of the Loan, (ii) has adequate information concerning the business and financial condition of the Borrower or any third party to make an informed decision regarding the purchase of the Loan, (iii) has such knowledge and experience so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (iv) has independently and without reliance upon the Seller, and based on such information as the Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Buyer acknowledges that the Seller has not given the Buyer any investment advice, credit information or opinion on whether the purchase of the Loan is prudent. 6.5 The Buyer has full power and authority to execute, deliver and perform its obligations under, this Agreement and is authorized to enter into this Agreement. All laws, rules and regulations to which the Buyer may be subject have been duly complied with. This Agreement has been duly and validly executed and delivered by the Buyer and constitutes the legal, valid, and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except that such enforceability may be limited by bankruptcy, insolvency, or other similar laws of general applicability affecting the enforcement of creditors’ rights generally and by the court’s discretion in relation to equitable remedies. 6.6 The Buyer is an “accredited investor” as that term is defined by the Securities Act of 1933, as amended. The Buyer has such knowledge and experience in financial and business matters, relating to the ownership and collection of loan assets, that it is capable of evaluating the merits and risks of a prospective investment in the Loan. The Buyer acknowledges that the Loan may have limited or no liquidity and it has the financial capability to hold the Loan for an indefinite period of time and to bear the economic risks of, including a complete loss of its investment in, the purchase and acquisition of the Loan.Note,

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE BUYER. The Buyer represents, warrants and agrees as follows: 6.1 The Buyer will not violate any laws relating to unfair credit collection practices in connection with the Loan. The Buyer will indemnify the Seller and hold the Seller harmless from and against any and all claims, demands, losses, damages, penalties, fines, forfeitures, judgments, legal fees and any other costs, fees, and expenses heretofore or hereafter incurred by the Seller as a result of (i) a breach by the Buyer of the aforesaid agreement or (ii) any claim, demand or assertion that the Buyer or the Seller was in any way involved in or had in any way authorized any unlawful collection practices in connection with the Loan or (iii) any claim, demand or assertion by the Borrower in connection with the Loan. The Buyer agrees to notify the Seller within three (3) Banking Days of notice or knowledge of any such claim or demand. 6.2 The Buyer will not institute any legal action in the name of the Seller or continue to prosecute in the name of the Seller any pending legal action nor shall the Buyer intentionally or unintentionally, through misrepresentation or nondisclosure, mislead or conceal that the Buyer’s ownership of the Loan following the Closing. The Buyer acknowledges that there is no adequate remedy at law for violation of this subparagraph and consents to the entry of an order by a court of competent jurisdiction enjoining any violation or threatened violation of the provisions of this subparagraph. The Buyer will indemnify the Seller and hold the Seller harmless from and against any and all claims, demands, losses, damages, judgments, legal fees and any other costs, fees and expenses heretofore or hereafter incurred by the Seller as a result of a breach by the Buyer of the aforesaid agreement. 6.3 The Buyer’s decision to purchase the Loan is based upon the Buyer's ’s own independent evaluation. The Buyer has made such independent investigation as the Buyer deems to be warranted into the nature, validity, enforceability, collectibility, and value of the Loan and all other facts it deems material to its purchase, and is entering into this transaction herein provided for, solely on the basis of that investigation and the Buyer's ’s own judgment, and is not acting in reliance on any representation of, or information furnished by the Seller and acknowledges that no employee or representative of the Seller has been authorized to make any statements or representations other than those specifically contained in this Agreement. The Buyer hereby waives any right or cause of action it might now or in the future have against the Seller as a result of its purchase of the Loan. 6.4 The Buyer (i) is able to bear the economic risk associated with the purchase of the Loan, (ii) has adequate information concerning the business and financial condition of the Borrower or any third party to make an informed decision regarding the purchase of the Loan, (iii) has such knowledge and experience so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (iv) has independently and without reliance upon the Seller, and based on such information as the Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Buyer acknowledges that the Seller has not given the Buyer any investment advice, credit information or opinion on whether the purchase of the Loan is prudent. 6.5 The Buyer has full power and authority to execute, deliver and perform its obligations under, this Agreement and is authorized to enter into this Agreement. All laws, rules and regulations to which the Buyer may be subject have been duly complied with. This Agreement has been duly and validly executed and delivered by the Buyer and constitutes the legal, valid, and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except that such enforceability may be limited by bankruptcy, insolvency, or other similar laws of general applicability affecting the enforcement of creditors’ rights generally and by the court’s discretion in relation to equitable remedies. 6.6 The Buyer is an “accredited investor” as that term is defined by the Securities Act of 1933, as amended. The Buyer has such knowledge and experience in financial and business matters, relating to the ownership and collection of loan assets, that it is capable of evaluating the merits and risks of a prospective investment in the Loan. The Buyer acknowledges that the Loan may have limited or no liquidity and it has the financial capability to hold the Loan for an indefinite period of time and to bear the economic risks of, including a complete loss of its investment in, the purchase and acquisition of the Loan.