Common use of Representations, Warranties and Covenants of Purchaser Clause in Contracts

Representations, Warranties and Covenants of Purchaser. The Purchaser hereby represents and warrants, as of the Closing Date, that: (a) The Purchaser is a duly formed corporation, validly existing and in good standing under the laws of the State of Delaware. (b) The Purchaser has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (c) This Agreement, assuming due authorization, execution and delivery by the Seller, constitutes a valid, legal and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with the terms hereof, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (ii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (d) The execution and delivery of this Agreement by the Purchaser, and the performance and compliance with the terms of this Agreement by the Purchaser, will not violate the Purchaser's organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or instrument to which it is a party or which is applicable to it or any of its assets. (e) The Purchaser is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Purchaser's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Purchaser to perform its obligations under this Agreement or the financial condition of the Purchaser. (f) No litigation is pending or, to the best of the Purchaser's knowledge, threatened against the Purchaser which would prohibit the Purchaser from entering into this Agreement or, in the Purchaser's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Purchaser to perform its obligations under this Agreement or the financial condition of the Seller. (g) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Purchaser of the transactions contemplated herein, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed.

Representations, Warranties and Covenants of Purchaser. The Purchaser hereby represents affirms to Seller and warrants, the Trustee that each of the following representations and warranties is true and correct as of the Closing Date, that: (a) The Purchaser is a corporation, duly formed corporationincorporated, validly existing and in good standing under the laws of the State of Delaware, with corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. (b) The Purchaser has execution and delivery of this Agreement by Purchaser, the full power and authority to enter into and consummate all consummation of the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreementhereby, and has duly executed the fulfillment of and delivered this Agreementcompliance with the terms and conditions hereof, will not (i) conflict with or result in a breach of or give rise to any default under any of the terms, conditions or provisions of Purchaser’s charter or by-laws or any term or provision of any material pooling agreement, deed of trust, contract or other agreement or instrument to which Purchaser is a party or is bound; or (ii) result in the violation of or conflict with any law, rule, regulation, order, judgment or decree of any court or governmental authority having jurisdiction over Purchaser. (c) This AgreementAgreement has been duly and validly authorized, executed and delivered by Purchaser and, assuming the due authorization, execution and delivery hereof by the Seller, constitutes a validlegal, legal valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with the terms hereofits terms, subject to (i) applicable except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership or moratorium and or other similar laws affecting the enforcement of creditors' rights generally’ rights, and by the availability of equitable remedies (ii) general principles of equityincluding specific performance and injunctive relief), regardless of whether such enforcement is considered in a proceeding in equity or at law, and except as enforcement of the indemnification provisions thereof may be limited by public policy. (d) The execution and delivery of this Agreement by the Purchaser, and the performance and compliance with the terms of this Agreement by the Purchaser, will not violate the Purchaser's organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or instrument to which it is a party or which is applicable to it or any of its assets. (e) The Purchaser is not in violation of, and its execution and delivery of this Agreement and its performance and compliance default with the terms of this Agreement will not constitute a violation of, any law, respect to any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authorityagency, which violation, in the Purchaser's good faith and reasonable judgment, is likely to affect default would materially and adversely either affect its performance of this Agreement. (e) There is no action, suit or proceeding before or by any court or governmental agency or body now pending or, to Purchaser’s knowledge, threatened, which, if determined adversely to Purchaser, would materially and adversely affect the ability of the Purchaser to perform its obligations under and comply with the terms of this Agreement or the financial condition of the PurchaserAgreement. (f) No litigation is pending orPurchaser has the full corporate power and authority to execute and deliver, to the best of the Purchaser's knowledge, threatened against the Purchaser which would prohibit the Purchaser from entering into this Agreement or, engage in the Purchaser's good faith transactions contemplated by, and reasonable judgmentperform and observe the terms and conditions of, is likely to materially and adversely affect either the ability of the Purchaser to perform its obligations under this Agreement or the financial condition of the SellerAgreement. (g) No consent, approval, authorization or order of, or registration or filing or registration with, or notice to, any state or federal court or court, governmental agency or body or supervisory agent, in each case which has not been obtained, made, or given, as applicable, is required for the execution, delivery and performance by Purchaser of or compliance by Purchaser with this Agreement or the consummation by the Purchaser of the transactions contemplated hereinby this Agreement. (h) Purchaser does not believe, except for those consentsnor does it have any reason or cause to believe, approvals, authorizations that it cannot perform each and orders that previously have been obtained and those filings and registrations that previously have been completedevery covenant of Purchaser contained in this Agreement.

Representations, Warranties and Covenants of Purchaser. The Purchaser hereby represents represents, warrants and warrants, as covenants to and in favour of the Closing Date, thatSeller as follows: (a) 2.2.1 The Purchaser is a corporation duly formed corporation, incorporated and validly existing and in good standing under the laws of the State of DelawareColorado. (b) The 2.2.2 There are no notifications, approvals or consents, whether of governmental authorities or others, required in connection with the purchase of the Property by the Purchaser has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized or the execution, delivery and performance of this Agreement, and has duly executed and agreement by the Purchaser or any other documents or agreements to be delivered under this Agreementagreement by the Purchaser. (c) This Agreement2.2.3 The Purchaser has all necessary power, assuming due authorization, execution authority and delivery by the Seller, constitutes a valid, legal capacity to enter into this agreement and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with the terms hereof, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (ii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (d) perform its obligations under this agreement. The execution and delivery of this Agreement by the Purchaser, agreement and the performance and compliance with the terms of this Agreement by the Purchaser, will not violate the Purchaser's organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or instrument to which it is a party or which is applicable to it or any of its assets. (e) The Purchaser is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Purchaser's good faith and reasonable judgment, is likely to affect materially and adversely either the ability consummation of the Purchaser to perform its obligations transactions contemplated under this Agreement or agreement have been duly authorized by all necessary corporate action on the financial condition part of the Purchaser. (f) No litigation 2.2.4 Each of this agreement, and when executed and delivered, the NPR Royalty Agreement, constitutes or will constitute a legal, valid and binding obligation of the Purchaser enforceable against it in accordance with its terms. 2.2.5 The Purchaser is pending not a party to, bound or affected by or subject to any indenture, mortgage, lease, agreement, obligation, instrument, charter or by-law provision, order, judgement, decree, license, permit, laws or governmental authorization which would be violated, contravened or breached by, or under which any default would occur or a claim, restriction or encumbrance would be created as a result of the execution and delivery by the Purchaser of this agreement or the performance by the Purchaser of any of the terms of this agreement or any other documents or agreements to be delivered under this agreement. 2.2.6 There are no claims, investigations, complaints, grievances or proceedings, including appeals and applications for review, in progress or, to the best knowledge of the Purchaser's knowledge, pending, or threatened against or relating to the Purchaser which would prohibit before any court or governmental authority, which, if determined adversely to the Purchaser, would, (a) enjoin, restrict or prevent the Purchaser from entering into this Agreement issuing the Shares, or, in the Purchaser's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of (b) prevent the Purchaser to perform from fulfilling any of its obligations under this Agreement agreement, and the Purchaser has no knowledge of any existing grounds on which any such claims, investigations, complaints, grievances or the financial condition proceedings might be commenced with any reasonable likelihood of success. 2.2.7 All of the Seller. (g) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Purchaser foregoing representations and warranties will be true on and as of the transactions contemplated herein, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completedClosing Date.

Representations, Warranties and Covenants of Purchaser. The Purchaser hereby represents and warrantswarrants to, and covenants with, Seller that as of the related Closing Date, that:Date (or such other date as might be specified herein): (a) The Purchaser is a duly formed corporationorganized, validly existing and in good standing under the laws of the State of Delaware. (b) The Purchaser has the its organization with full power and authority to execute, deliver and perform this Agreement and to enter into and consummate all the transactions contemplated by this Agreement. Purchaser is duly qualified and in good standing in all jurisdictions where it is required to be qualified, except where the failure to be qualified is not material. Purchaser has duly authorized the taken all actions required to authorize its execution, delivery and performance of this Agreement; (b) Subject to parties' compliance with the terms of Section 4 of this Agreement concerning delivery and holding of Mortgage Loans, the execution and delivery of this Agreement by Purchaser and the performance of its obligations hereunder will not (i) conflict with or violate (A) the organizational documents of Purchaser or (B) any provision of any law or regulation to which Purchaser is subject or (ii) conflict with, or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to which Purchaser is a party or by which it is bound or any order or decree applicable to Purchaser or result in the creation or imposition of any lien on any of its assets or property. Subject to the parties' compliance with the terms of Section 4 of this Agreement concerning delivery and holding of Mortgage Loans, Purchaser has duly executed obtained all consents, approvals, authorizations or orders of any court or governmental agency or body, if any, required for the execution, delivery and delivered performance by Purchaser of this Agreement.; (c) There is no action, suit or proceeding pending or, to the best of Purchaser's knowledge, threatened against Purchaser in any court or by or before any other governmental agency or instrumentality which would prohibit its entering into this Agreement or performing any of its obligations under, or pursuant to, this Agreement; (d) This Agreement, assuming due authorization, execution and delivery by Agreement constitutes the Seller, constitutes a valid, binding and legal and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with the terms hereof, subject to (i) applicable except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights generally, in general and by general equity principles (ii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.); (de) The execution Purchaser is a sophisticated investor and delivery its bid and decision to purchase the Mortgage Loans are based upon its own independent evaluations of the Mortgage Files and other materials made available by Seller and deemed relevant by Purchaser and its agents. Purchaser has not relied in entering into this Agreement upon any oral or written information from Seller or any of its respective employees, affiliates, agents or representatives, other than the representations and warranties of Seller contained herein. Purchaser further acknowledges that no employee or representative of Seller has been authorized to make, and that Purchaser has not relied upon, any statements or representations other than those specifically contained in this Agreement. Without limiting the foregoing, Purchaser acknowledges that, except as specifically set forth in Section 7 of this Agreement Agreement, Seller has made no representations, warranties or covenants as to the Mortgage Loans (including without limitation, the value, marketability, condition or future performance thereof, the existence of leases or the status of any tenancies or occupancies with respect thereto, the applicability of any rent control or rent stabilization laws on the compliance or lack of compliance thereof with any laws (including without limitation, environmental, land use or occupancy laws)); (f) Purchaser acknowledges that, except as specifically set forth in Section 7(h) of this Agreement, Seller makes no warranty or representation, express or implied, or arising by operation of law with respect to the environmental or physical condition of such Mortgaged Properties, including, but not limited to, any warranty of condition, habitability, merchantability, or fitness for a particular purpose of the Mortgaged Properties or any portion thereof,. Seller hereby specifically disclaims any warranty, guaranty or representation, oral or written, past, present or future, of, as, to, or concerning the manner of construction or condition or state of repair or lack of repair of any improvements located thereon; (g) Purchaser has had the opportunity to conduct such due diligence review and analysis of the due diligence materials (including, but not limited to the Mortgage Loan documents, the Mortgage Files and related information), as Purchaser deemed necessary, proper or appropriate in order to make a complete informed decision with respect to the purchase and acquisition of the Mortgage Loans. Purchaser acknowledges that it has had the opportunity to conduct legal, on-site and other appropriate due diligence as to each Mortgage Loan. Purchaser is aware of the level of, and form of documentation with respect to, each Mortgage Loan and, subject to Section 3(c) hereof, takes each Mortgage Loan and the related Mortgage File, respectively, with the knowledge that such documentation may be incomplete; (h) Purchaser acknowledges and agrees that Seller, except as specifically set forth in Section 7 of this Agreement, has not and does not represent, warrant or covenant the nature, accuracy, completeness, enforceability or validity of any of Mortgage Loan documents, Mortgage Files, or any information or documents made available to Purchaser or its counsel, accountants or advisors in connection with the Mortgage Loans and, all documentation, information, analysis and/or correspondence, if any, which is or may be sold, transferred, assigned and conveyed to Purchaser with respect to any and all Mortgage Loans is sold, transferred, assigned and conveyed to Purchaser on an “AS IS, WHERE IS” basis, “WITH ALL FAULTS;” (i) With respect to Mortgage Loans which are sixty (60) or more days delinquent as of the Cut-off Date, Purchaser acknowledges and agrees that it has been made aware of the physical condition and state of repair of the Mortgaged Properties by Seller and/or as provided in the due diligence materials received by Purchaser and has inspected the Mortgaged Properties to the extent it has deemed necessary and agrees to purchase such Mortgage Loans taking into account the related properties in their “as is” condition “with all faults” as of the date hereof;(j) Purchaser acknowledges that the Mortgage Loans (including the loan documents) may have limited or no liquidity and Purchaser has the financial wherewithal to own the Mortgage Loans and the loan documents for an indefinite period of time and to bear the economic risk of an outright purchase of the Mortgage Loans and the loan documents and a total loss of the Purchase Price for the Mortgage Loans; (k) Purchaser shall bear the cost of any fees or commissions due to a broker or anyone else engaged by or on behalf of Purchaser who might be entitled to any such fee or commission in connection with the transactions contemplated herein; (l) Purchaser is outsourcing its servicing of the Mortgage Loans to a third party servicer (the “Purchaser's Servicer”). Purchaser's Servicer is, and shall be on the related Servicing Transfer Date, participating in the Home Affordable Modification Program (March 2009) issued by U.S. Department of the Treasury pursuant to Section 101 and 109 of the Emergency Economic Stabilization Act of 2008, as the same may be amended or modified (“HAMP”). Pursuant to the terms of the servicing agreement between Purchaser and Purchaser's Servicer, Purchaser's Servicer is participating in HAMP and the HOPE NOW programs and will make HAMP available to all applicable mortgagors of the Mortgage Loans. Purchaser's Servicer has informed Purchaser that it will abide by the Purchasermodification terms of any Mortgage Loan that has been modified, including trial modifications, prior to the Servicing Transfer Date and will continue to process any Mortgage Loan modifications that are in process as of the performance and compliance Servicing Transfer Date in accordance with the terms of this Agreement by such Mortgage Loan and, if applicable, with all requirements of HAMP. With respect to Mortgage Loans which are sixty (60) or more days delinquent as of the Closing Date or the Servicing Transfer Date, Purchaser confirms that Purchaser's Servicer is obligated to modify each such Mortgage Loan either (1) in accordance with any pending modification offers or (2) to the extent eligible, in accordance with HAMP including all reporting required thereunder and, further, will not violate enter any necessary agreements with Seller and Xxxxxx Xxx, as agent for the United States Treasury, with respect to such Mortgage Loans; (m) Purchaser shall perform a bankruptcy scrub for all Mortgage Loans prior to taking any collection actions thereon; (n) Purchaser or Purchaser's organizational documents or constitute a default Servicer shall perform full file credit reporting for all Mortgage Loans for the period following the Servicing Transfer Date; and (or an event whicho) Purchaser understands that with respect to each Mortgage Loan so identified on the Mortgage Loan Schedule attached to the related Pricing Letter, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or instrument to which it related Mortgagor is a party debtor in a state or which is applicable to it federal bankruptcy or any of its assets. (e) The Purchaser is not in violation ofinsolvency proceeding at the related Closing Date, and its execution Purchaser agrees following the Servicing Transfer Date that Purchaser's Servicer is obligated to (i) prepare, execute and delivery file transfers of this Agreement and its performance and claim with the applicable bankruptcy court for each such Mortgage Loan in compliance with the terms United States Bankruptcy Code, Federal Rules of this Agreement will not constitute Bankruptcy Procedure and relevant local bankruptcy rule (ii) track any and all payments made by such Mortgagor and/or trustee in compliance with the United States Bankruptcy Code, Federal Rules of Bankruptcy Procedure and relevant local bankruptcy rule, (iii) prepare, execute and file payment change notices with the applicable bankruptcy court for each such Mortgage Loan for which a violation ofpayment change is scheduled to occur within twenty two (22) days or more after the related Servicing Transfer Date in compliance with the United States Bankruptcy Code, Federal Rules of Bankruptcy Procedure and relevant local bankruptcy rule and (iv) ensure that any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violationand all pending motions for relief filed by Seller are amended, in compliance with the United States Bankruptcy Code, Federal Rules of Bankruptcy Procedure and relevant local bankruptcy rule, to reflect that Purchaser is the movant. The ability of Purchaser or Purchaser's good faith Servicer to file proofs of claim and reasonable judgmentmotions for relief is predicated on receipt of applicable documents and post-petition payment histories from Seller. Further, is likely Purchaser or Purchaser's Servicer shall be responsible for paying any outstanding attorneys' fees and/or costs with respect to affect materially and adversely either any motion for relief where the ability court has not yet issued a final order as to the underlying motion as of the Purchaser to perform its obligations under this Agreement or the financial condition of the Purchaserrelated Closing Date. (f) No litigation is pending or, to the best of the Purchaser's knowledge, threatened against the Purchaser which would prohibit the Purchaser from entering into this Agreement or, in the Purchaser's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Purchaser to perform its obligations under this Agreement or the financial condition of the Seller. (g) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Purchaser of the transactions contemplated herein, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed.

Representations, Warranties and Covenants of Purchaser. The Purchaser hereby represents and warrants, warrants to Seller as of the Effective Date and as of the Closing Date, Date that: (a) a. Purchaser has full and lawful right and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. b. The execution of this Agreement and all documents and instruments executed pursuant to this Agreement by Purchaser, the delivery thereof to Seller, Purchaser’s performance hereof and the transactions contemplated hereby have been duly authorized by all requisite action on the part of Purchaser and do not conflict with or result in a violation of any judgment, order or decree of any court or proceeding to which Purchaser is a party and all such documents are valid and binding obligations of Purchaser and are enforceable in accordance with their terms. c. Purchaser is duly formed corporation, organized and validly existing and in good standing under the laws of its state of its formation. Purchaser further represents and warrants that this Agreement and all documents executed by Purchaser that are to be delivered to Seller at the State Closing: (i) are, or at the time of Delaware. (b) The Purchaser has the full power and authority to enter into and consummate all transactions contemplated by this Agreementsuch Closing will be, has duly authorized the executionauthorized, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (c) This Agreement, assuming due authorization, execution and delivery by the Seller, constitutes a valid, legal and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with the terms hereof, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (ii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (d) The execution and delivery of this Agreement by the Purchaserdo not, and at the performance and compliance with time of the terms Closing will not, violate any provision of this Agreement by the Purchaser, will not violate the Purchaser's organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or instrument order to which it Purchaser is a party or to which Purchaser is applicable subject, and (iii) constitute (or in the case of documents executed by Purchaser that are to be delivered to Seller will constitute) a valid and legally binding obligation of Purchaser, enforceable in accordance with its terms. All representations and warranties of Purchaser, as set forth in this Section 5, shall survive the Closing and conveyance of tile to the Property for a period of one (1) year, but only as to the status of facts existing as of the time Closing, it being understood that Purchaser has made no representation or warranty that applies to changes or other matters occurring after the Closing Date. All such representations and warranties shall be deemed repeated on the Closing Date; provided, however, that if Seller shall actually discover prior to Closing that any of its assets. (e) The the representations set forth by Purchaser is not herein were untrue when made, or lave become untrue prior to Closing, then, if Seller shall proceed with the consummation of the purchase and sale of the Property pursuant to this Agreement, Seller shall be deemed to have waived any claim of breach that Seller may have against Purchaser with respect to any such representation set forth herein. Seller shall promptly notify Purchaser if Seller becomes aware that any of the representations or warranties which Purchaser has made in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, shall be or become untrue or misleading in any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Purchaser's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Purchaser to perform its obligations under this Agreement or the financial condition of the Purchaserrespect. (f) No litigation is pending or, to the best of the Purchaser's knowledge, threatened against the Purchaser which would prohibit the Purchaser from entering into this Agreement or, in the Purchaser's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Purchaser to perform its obligations under this Agreement or the financial condition of the Seller. (g) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Purchaser of the transactions contemplated herein, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed.

Representations, Warranties and Covenants of Purchaser. The Purchaser hereby represents represents, warrants and warrantscovenants to Seller, Renat and Dana as of the Closing Date, thatdate hereof as follows: (a) The Purchaser is a lxxxxed partnership duly formed corporationorganized, validly existing and in good standing under the laws of the State of Delaware.; (b) The Purchaser has the full all requisite power and authority to enter into carry on its business and consummate all transactions contemplated by to execute and deliver this Agreement, Agreement and each of the Closing Documents (as hereinafter defined) to which it is a party and to perform its obligations under this Agreement and each of such Closing Documents; (c) this Agreement has been duly authorized by all necessary actions on the part of Purchaser and its partners, duly executed and delivered by Purchaser and constitutes a legal, valid and binding obligation of Purchaser enforceable against it in accordance with its terms except as the enforcement may be limited by (i) the effect of the laws and judicial decisions of the State of Delaware, (ii) the discretion of any court or governmental or public body, authority, bureau or agency before which any proceeding may be brought or (iii) bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally; (d) to Purchaser's knowledge, no consent, license, approval or authorization of, or filing, registration or declaration with, or exemption by, any governmental or public body, authority, bureau or agency is required in connection with the execution, delivery or performance by Purchaser of this Agreement and all of the other Closing Documents to which it is a party, other than those which have been obtained; (e) Purchaser's execution, delivery and performance of this Agreement, Agreement and has duly executed the other Closing Documents to which it is a party do not and delivered this Agreement. (c) This Agreement, assuming due authorization, execution and delivery by the Seller, constitutes a valid, legal and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with the terms hereof, subject to will not violate (i) applicable bankruptcyPurchaser's certificate of limited partnership, insolvencylimited partnership agreement or the terms of any security issued by it, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and or (ii) general principles to Purchaser's knowledge, any law, governmental regulation, judgment, order, writ, injunction or decree applicable to Purchaser in any manner which will materially adversely affect Purchaser's ability to perform its obligations hereunder, (iii) provided that all necessary consents are obtained, do not and will not constitute a default or event of equitydefault under any instrument, regardless contract, agreement, lease or other undertaking to which Purchaser is a party or by which it or any of whether such enforcement is considered its properties may be subject or bound in a proceeding manner which will materially adversely affect its ability to perform the same, or (iv) do not result and will not result in equity the creation or at law.imposition of any lien, pledge, mortgage, claim, charge or encumbrance upon any of its property, except as permitted by the Closing Documents; (df) The to Purchaser's knowledge without any inquiry, there is no action, suit or proceeding pending or threatened in writing against or affecting Purchaser in any court, or by or before any federal, state, municipal or other governmental department, commission, board, bureau or instrumentality which would have any effect on Purchaser's ability to execute and perform its obligations under this Agreement; (g) Purchaser has not dealt with any broker, agent or finder in connection with the transaction contemplated by this Agreement other than Gelcor Realty, Inc ("Gelcor"). Purchaser shall be solely responsible for any fees or costs associated with services rendered by Gelcor. Purchaser has entered into a separate agreement with Gelcor for services rendered to Purchaser in connection with the transaction contemplated by this Agreement. To the extent Purchaser engages a broker in connection with obtaining financing for the acquisition of the Property, the Shares or the Interests, the obligations with respect to such broker in connection with such financing shall be the responsibility of Purchaser. Purchaser shall indemnify and hold harmless Seller, Renat and Dana from and against any cost, expense (including without limitation xxxsonable attorneys' fees and disbursements), claim, liability or damage arising out of any claim or demand by any broker, consultant, finder or similar agent claiming to have dealt with Purchaser in connection with this Agreement and the transaction contemplated hereby; (h) From and after the Closing Date, Purchaser and each of Purchaser's assignees, if any, shall comply with all the requirements, representations, covenants and negative covenants, as the same may be amended from time to time, contained in any documents listed on Schedule 11(h) hereto (the documents, instruments, certificates, letters and opinions listed on Schedule 11(h) are hereinafter collectively referred to as the "Operative Documents"); (i) Purchaser has not filed any voluntary petition in bankruptcy or been adjudicated a bankrupt or insolvent, or filed any petition or answer seeking any reorganization, liquidation, dissolution or similar or other relief for debtors, or sought or consented to or acquiesced in the appointment of any trustee, receiver, conservator or liquidator for all or any substantial part of its properties; (j) Purchaser has a net worth of not less than $75,000,000 and otherwise satisfies (or will satisfy on the Closing Date) all of the conditions to transfer and complies with all of the restrictions on transfer (or will comply on the Closing Date) set forth in the Operative Documents, including, without limitation, in Article VII of each of those Participation Agreements, dated as of June 4, 1997, by and among the Owner Trustee, the Co-Trustee and certain other parties; and (k) the making, execution and delivery of this Agreement by the PurchaserPurchaser has been induced by no representations, and the performance and compliance with the terms of warranties, covenants or agreements other than those expressly set forth in this Agreement by the Purchaser, will not violate the Purchaser's organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or instrument to which it is a party or which is applicable to it or any of its assetsAgreement. (e) The Purchaser is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Purchaser's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Purchaser to perform its obligations under this Agreement or the financial condition of the Purchaser. (f) No litigation is pending or, to the best of the Purchaser's knowledge, threatened against the Purchaser which would prohibit the Purchaser from entering into this Agreement or, in the Purchaser's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Purchaser to perform its obligations under this Agreement or the financial condition of the Seller. (g) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Purchaser of the transactions contemplated herein, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed.

Representations, Warranties and Covenants of Purchaser. The Purchaser hereby represents and warrants, warrants to the Seller as of the Effective Date and as of the Closing Date, Date that: (a) The Purchaser is a duly formed corporation, validly existing and in good standing under the laws of the State of Delaware. (b) The 5.1. Purchaser has the full power and lawful right and authority to enter into execute and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered deliver this Agreement. (c) This Agreement, assuming due authorization, execution and delivery by the Seller, constitutes a valid, legal and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with the terms hereof, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (ii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (d) 5.2. The execution and delivery of this Agreement by the Purchaser, and the performance and compliance with the terms of this Agreement by the Purchaser, will not violate the Purchaser's organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or instrument to which it is a party or which is applicable to it or any of its assets. (e) The Purchaser is not in violation of, and its execution and delivery of this Agreement and its performance all documents and compliance with the terms of instruments executed pursuant to this Agreement by Purchaser, the delivery thereof to Seller, Purchaser’s performance hereof and the transactions contemplated hereby have been or will be duly authorized by all requisite action on the part of Purchaser and do not constitute conflict with or result in a violation ofof any judgment, any law, any order or decree of any court or arbiterproceeding to which Purchaser is a party and all such documents are valid and binding obligations of Purchaser and are enforceable in accordance with their terms. 5.3. The Purchaser has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Purchaser’s creditors, (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of Purchaser’s assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of the Purchaser’s assets, (v) admitted in writing its inability to pay its debts as they come due or (vi) made an offer of settlement, extension or composition to its creditors generally. 5.4. The Purchaser is duly organized and validly existing under the laws of its state of formation. The Purchaser further represents and warrants that this Agreement and all documents executed by Purchaser that are to be delivered to Seller at the Closing: (i) are, or at the time of such Closing will be, duly authorized, executed and delivered by Purchaser, (ii) do not, and at the time of the Closing will not, violate any orderprovision of any agreement or order to which the Purchaser is a party or to which the Purchaser is subject, and (iii) constitute (or in the case of documents executed by Purchaser that are to be delivered to Seller will constitute) a valid and legally binding obligation of Purchaser, enforceable in accordance with its terms. 5.5. The sources of funds for payment by Purchaser of the Purchase Price are not sources of funds which would be subject to 18 U.S.C. §§ 1956-1957 (Laundering of Money Instruments), 18 U.S.C. §§ 981-986 (Federal Asset Forfeiture) or 21 U.S.C. § 881 (Drug Property Seizure), Executive Order 13224, or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, H.R. 3162, Public Law 107-56 (the USA Patriot Act). Neither Purchaser nor any person or entity owning an interest in Purchaser is a person or entity with whom U.S. persons are restricted from doing business under regulation of the Office of Foreign Assets Control of the Department of Treasury (“OFAC”), including those named on OFAC’s Specially Designated and Blocked Persons list, or under any statute, regulation or demand of any federalexecutive order (including Executive Order 13224), state or local by other governmental or regulatory authority, which violation, in action. The Purchaser’s representations and warranties contained herein shall survive the Purchaser's good faith Closing and reasonable judgment, is likely to affect materially and adversely either the ability delivery of the Purchaser to perform its obligations under this Agreement or the financial condition Deed for a period of the Purchasertwelve (12) months. (f) No litigation is pending or, to the best of the Purchaser's knowledge, threatened against the Purchaser which would prohibit the Purchaser from entering into this Agreement or, in the Purchaser's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Purchaser to perform its obligations under this Agreement or the financial condition of the Seller. (g) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Purchaser of the transactions contemplated herein, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed.

Representations, Warranties and Covenants of Purchaser. The Purchaser hereby represents represents, warrants and warrantscovenants to the Company that on the date hereof, as of the Closing DateDate and as of the date of any exercise of the Warrants, thatconversion of the Shares and any transfer of Securities: (a) The Purchaser is a duly formed corporationhas all requisite power to execute and deliver this Agreement and any Security exercised or converted, validly existing and in good standing under all other documents and agreements contemplated hereby and thereby, and to perform the laws of provisions hereof and thereof and to consummate the State of Delawaretransactions contemplated hereby and thereby. (b) The Purchaser has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement and any Security exercised or converted, and all other documents and agreements contemplated hereby and thereby, and the consummation of the transactions contemplated hereby or thereby, have been duly authorized and approved by Purchaser. This Agreement, and has all other documents and agreements contemplated hereby, including any Security exercised or converted, have each been, or will be upon exercise or conversion, duly authorized, executed and delivered this Agreementby, and each is the valid and binding obligation of, Purchaser enforceable against Purchaser in accordance with its terms, except as may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws or by legal or equitable principles relating to or limiting creditors' rights generally. (c) This Agreement, assuming due authorization, execution and delivery by Purchaser is a company organized under the Seller, constitutes a valid, legal and binding obligation law of the PurchaserBritish Virgin Islands having its principal place of business in Tortola, enforceable against B.V.I. Purchaser is not a U.S. Person within the Purchaser in accordance with the terms hereof, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement meaning of creditors' rights generally, and (ii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.Regulation S. (d) The execution Purchaser is an "accredited investor" within the meaning of Regulation D under the Securities Act, and delivery is acquiring the Securities for investment for its own account, and not with a view to distribution subject, nevertheless, to any requirement of this Agreement law that the disposition of its property shall at all times be within its control. Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of purchasing the Securities. Purchaser is aware that it may be required to bear the economic risk of an investment in the Securities for an indefinite period, and it is able to bear such risk for an indefinite period. Purchaser acknowledges (i) that the Securities being and to be acquired by it are not being registered under the Securities Act on the grounds that the issuance of such securities is exempt from registration under Section 4(2) of the Securities Act as not involving any public offering, (ii) that the Securities being and to be acquired by it are not being registered under the Securities Act on the grounds that the issuance of such securities is exempt from registration under Regulation S as being made in an offshore transaction (as defined in such Regulation) not to a U.S. person (as defined in such Regulation) and (iii) that the Company's reliance on such exemption is predicated in part on the representations made to the Company by the Purchaser, and the performance and compliance with the terms of Purchaser in this Agreement by the Purchaser, will not violate the Purchaser's organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or instrument to which it is a party or which is applicable to it or any of its assetsSection 1.3. (e) The Purchaser acknowledges and agrees that until one year after the conclusion of the transactions contemplated hereby, an offer or sale of the Securities within the United States may violate the registration requirements of the Securities Act if such offer or sale is not made otherwise than in violation of, and its execution and delivery of this Agreement and its performance and compliance accordance with Rule 144A under the Securities Act. Purchaser agrees to comply with the terms offering restrictions provided in Rule 902(g) of this Agreement Regulation S and that it will not constitute a violation ofresell the Securities only in accordance with Rules 903 or 904 of Regulation S (copies of which have been provided to Purchaser), any law, any order pursuant to registration under the Securities Act or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Purchaser's good faith and reasonable judgment, is likely pursuant to affect materially and adversely either the ability of the Purchaser to perform its obligations under this Agreement or the financial condition of the Purchaseran available exemption from such registration. (f) No litigation is pending or, to the best Purchaser has received and reviewed a complete copy of the PurchaserCompany's knowledge, threatened against the Purchaser which would prohibit the Purchaser from entering into this Agreement or, in the Purchaser's good faith Registration Statement on Form SB-2 and reasonable judgment, is likely all amendments thereto and has had an opportunity to materially and adversely affect either the ability make such inquiry of management of the Company as Purchaser to perform its obligations under this Agreement or the financial condition of the Sellerhas desired. (g) No consentPurchaser acknowledges receipt of a confirmation of the type described in the last sentence of Section 5.1. ----------- (h) Purchaser agrees to execute and deliver such market stand-off or lock-up agreements as the managing underwriter(s) for the Company's underwritten public offering(s) shall request in connection with such offering(s), approvalin such form and in such manner as shall be requested by such managing underwriters. The agreement contained in this clause (h) shall relate to all securities of the Company owned, authorization directly or order ofindirectly, by Purchaser, whether acquired pursuant to this Agreement or filing otherwise. (i) Purchaser agrees not to enter into, directly or registration withindirectly, any state short sale or federal court similar transactions involving the Company's common stock or governmental agency or body is required for the consummation by the Purchaser of the transactions contemplated herein, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completedany derivative security.

Representations, Warranties and Covenants of Purchaser. The Each Purchaser hereby represents represents, warrants and warrants, covenants to Selling Shareholder as of the Closing Date, thatfollows: (a) The Each Purchaser is a has full authority and legal capacity to execute, deliver and perform this Agreement and this Agreement has been duly formed corporationand validly executed and delivered by each EXHIBIT 4.25 Purchaser and constitutes the valid and binding obligation of each Purchaser, validly existing and enforceable against each Purchaser in good standing under the laws of the State of Delawareaccordance with its respective terms. (b) The Neither Purchaser has is required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the full power and authority each such Purchaser to enter into and consummate all the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (c) This Agreement, assuming due authorization, Neither the execution and or delivery by hereof nor the Seller, consummation of the transactions contemplated hereby constitutes a validviolation by either Purchaser of any law, legal and binding obligation rule, regulation, order, judgment or decree of the any court or of any local governmental authority or body applicable to such Purchaser, enforceable against the Purchaser in accordance with the terms hereof, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (ii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (d) The execution and delivery of this Agreement by the Purchaser, and the performance consummation of the transactions contemplated hereby does not and compliance with the terms of this Agreement by the Purchaser, will not violate the Purchaser's organizational documents or constitute a default (or an event which, with notice or lapse any provision of time, or both, would constitute a default) under, or result in the breach of, any material agreement or instrument conflict with any restriction of any kind or nature to which it Purchaser is a party or by which Purchaser is applicable bound or allow any party to it any such agreement to terminate such agreement or any of its assetsalter the terms or conditions thereof. (e) The Purchaser is not There are no claims for brokerage commissions or finder's fees in violation of, and its execution and delivery of this Agreement and its performance and compliance connection with the terms transactions contemplated hereby which have arisen or may arise from any act or failure to act of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, Purchaser or any order, regulation person or demand entity authorized to act on behalf of any federal, state or local governmental or regulatory authority, which violation, in the Purchaser's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Purchaser to perform its obligations under this Agreement or the financial condition of the Purchaser. (f) Purchaser specifically understands that the Issuer Securities are restricted Securities. Accordingly, Purchaser understands the following: (1) Restrictions on Transferability. No litigation is pending or, to the best transfer or other disposition of the Purchaser's knowledge, threatened against Issuer Securities to be acquired by Purchaser pursuant hereto shall be valid unless made by Purchaser in accordance with the Purchaser which would prohibit the Purchaser from entering into this Agreement or, in the Purchaser's good faith and reasonable judgment, is likely legend affixed to materially and adversely affect either the ability of the Purchaser to perform its obligations under this Agreement or the financial condition of the Sellersuch Issuer Securities. (g) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Purchaser of the transactions contemplated herein, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed.

Representations, Warranties and Covenants of Purchaser. The Purchaser hereby represents represents, warrants and warrants, covenants to Seller as of the Closing Date, thatDate as follows: (a) The Purchaser is a limited partnership duly formed corporation, organized and validly existing and in good standing under the laws of the State of Delaware., and if required by applicable law, each of Purchaser's Assignees acquiring all or any portion of Seller's interest in the Land or the Property shall be duly organized and validly existing and duly qualified as a foreign entity in each state in which the Land is located and each jurisdiction where the nature of its business or the character of its properties requires such qualification; (b) The Purchaser has the full all requisite power and authority to enter into carry on its business and consummate all transactions contemplated by to execute and deliver this Agreement, Agreement and each of the Closing Documents (as hereinafter defined) and to perform its obligations under this Agreement and each of the Closing Documents; (c) this Agreement has been duly authorized the executionby all necessary actions, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (c) This Agreement, assuming due authorization, execution by Purchaser and delivery by the Seller, constitutes a validlegal, legal valid and binding obligation of the Purchaser, Purchaser enforceable against the Purchaser it in accordance with its terms except as the terms hereof, subject to enforcement may be limited by (i) applicable the effect of the laws and judicial decisions of the State of North Carolina, (ii) the discretion of any court or governmental or public body, authority, bureau or agency before which any proceeding may be brought or (iii) bankruptcy, insolvency, reorganization, moratorium and other or similar laws affecting the enforcement of creditors' rights generally, and (ii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.; (d) The execution and delivery to the best of this Agreement by the Purchaser, and the performance and compliance with the terms of this Agreement by the Purchaser, will not violate the Purchaser's organizational documents Knowledge, without inquiry, there is no action, suit or constitute a default (proceeding pending or an event which, with notice to the best of Purchaser's Knowledge threatened against or lapse of timeaffecting Purchaser in any court, or both, would constitute a default) under, by or result in the breach of, any material agreement or instrument to which it is a party or which is applicable to it or any of its assets. (e) The Purchaser is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of before any federal, state state, municipal or local other governmental department, commission, board, bureau or regulatory authority, instrumentality which violation, in the would have any effect on Purchaser's good faith ability to execute and reasonable judgment, is likely to affect materially and adversely either the ability of the Purchaser to perform its obligations under this Agreement or Agreement; (e) Purchaser has not dealt with any real estate broker in the financial condition negotiations of the Purchaser.transactions contemplated by this Agreement except as set forth herein; (f) No litigation is pending orPurchaser has disclosed to Seller that Purchaser has dealt only with Gelcor Realty, to Inc. as a broker in connection with purchasing the best transaction described herein and Purchaser hereby covenants that all obligations in connection with such broker, including the payment of all fees, shall be the sole responsibility of Purchaser's knowledge, threatened against the Purchaser which would prohibit the Purchaser from entering into this Agreement or, in the Purchaser's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Purchaser to perform its obligations under this Agreement or the financial condition of the Seller. (g) No consentPurchaser shall comply with all the requirements, approvalrepresentations, authorization covenants and negative covenants contained in the Operative Documents; (h) Purchaser has not filed any voluntary petition in bankruptcy or order ofbeen adjudicated a bankrupt or insolvent, or filing filed any petition or registration withanswer seeking any reorganization, liquidation, dissolution or similar or other relief for debtors, or sought or consented to or acquiesced in the appointment of any state trustee, receiver, conservator or federal court liquidator for all or governmental agency or body any substantial part of its properties; and (i) Purchaser acknowledges that the Lease is required for a triple net lease and Tenant has all responsibilities with respect to operating and maintaining the consummation by the Purchaser of the transactions contemplated herein, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completedProperty.

Representations, Warranties and Covenants of Purchaser. The Purchaser hereby represents and warrantswarrants to, and covenants with, Seller that as of the related Closing Date, that:Date (or such other date as might be specified herein): (a) The Purchaser is a duly formed corporationorganized, validly existing and in good standing under the laws of the State of Delaware. (b) The Purchaser has the its organization with full power and authority to execute, deliver and perform this Agreement and to enter into and consummate all the transactions contemplated by this Agreement. Purchaser is duly qualified and in good standing in all jurisdictions where it is required to be qualified, except where the failure to be qualified is not material. Purchaser has duly authorized the taken all actions required to authorize its execution, delivery and performance of this Agreement; (b) Subject to parties' compliance with the terms of Section 4 of this Agreement concerning delivery and holding of Mortgage Loans, the execution and delivery of this Agreement by Purchaser and the performance of its obligations hereunder will not (i) conflict with or violate (A) the organizational documents of Purchaser or (B) any provision of any law or regulation to which Purchaser is subject or (ii) conflict with, or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to which Purchaser is a party or by which it is bound or any order or decree applicable to Purchaser or result in the creation or imposition of any lien on any of its assets or property. Subject to the parties' compliance with the terms of Section 4 of this Agreement concerning delivery and holding of Mortgage Loans, Purchaser has duly executed obtained all consents, approvals, authorizations or orders of any court or governmental agency or body, if any, required for the execution, delivery and delivered performance by Purchaser of this Agreement.; (c) There is no action, suit or proceeding pending or, to the best of Purchaser's knowledge, threatened against Purchaser in any court or by or before any other governmental agency or instrumentality which would prohibit its entering into this Agreement or performing any of its obligations under, or pursuant to, this Agreement; (d) This Agreement, assuming due authorization, execution and delivery by Agreement constitutes the Seller, constitutes a valid, binding and legal and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with the terms hereof, subject to (i) applicable except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights generally, in general and by general equity principles (ii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.); (de) The execution Purchaser is a sophisticated investor and delivery its bid and decision to purchase the Mortgage Loans are based upon its own independent evaluations of the Mortgage Files and other materials made available by Seller and deemed relevant by Purchaser and its agents. Purchaser has not relied in entering into this Agreement upon any oral or written information from Seller or any of its respective employees, affiliates, agents or representatives, other than the representations and warranties of Seller contained herein. Purchaser further acknowledges that no employee or representative of Seller has been authorized to make, and that Purchaser has not relied upon, any statements or representations other than those specifically contained in this Agreement. Without limiting the foregoing, Purchaser acknowledges that, except as specifically set forth in Section 7 of this Agreement Agreement, Seller has made no representations, warranties or covenants as to the Mortgage Loans (including without limitation, the value, marketability, condition or future performance thereof, the existence of leases or the status of any tenancies or occupancies with respect thereto, the applicability of any rent control or rent stabilization laws on the compliance or lack of compliance thereof with any laws (including without limitation, environmental, land use or occupancy laws)); (f) Purchaser acknowledges that, except as specifically set forth in Section 7(h) of this Agreement, Seller makes no warranty or representation, express or implied, or arising by operation of law with respect to the environmental or physical condition of such Mortgaged Properties, including, but not limited to, any warranty of condition, habitability, merchantability, or fitness for a particular purpose of the Mortgaged Properties or any portion thereof,. Seller hereby specifically disclaims any warranty, guaranty or representation, oral or written, past, present or future, of, as, to, or concerning the manner of construction or condition or state of repair or lack of repair of any improvements located thereon; (g) Purchaser has had the opportunity to conduct such due diligence review and analysis of the due diligence materials (including, but not limited to the Mortgage Loan documents, the Mortgage Files and related information), as Purchaser deemed necessary, proper or appropriate in order to make a complete informed decision with respect to the purchase and acquisition of the Mortgage Loans. Purchaser acknowledges that it has had the opportunity to conduct legal, on-site and other appropriate due diligence as to each Mortgage Loan. Purchaser is aware of the level of, and form of documentation with respect to, each Mortgage Loan and, subject to Section 3(c) hereof, takes each Mortgage Loan and the related Mortgage File, respectively, with the knowledge that such documentation may be incomplete; (h) Purchaser acknowledges and agrees that Seller, except as specifically set forth in Section 7 of this Agreement, has not and does not represent, warrant or covenant the nature, accuracy, completeness, enforceability or validity of any of Mortgage Loan documents, Mortgage Files, or any information or documents made available to Purchaser or its counsel, accountants or advisors in connection with the Mortgage Loans and, all documentation, information, analysis and/or correspondence, if any, which is or may be sold, transferred, assigned and conveyed to Purchaser with respect to any and all Mortgage Loans is sold, transferred, assigned and conveyed to Purchaser on an “AS IS, WHERE IS” basis, “WITH ALL FAULTS;” (i) With respect to Mortgage Loans which are sixty (60) or more days delinquent as of the Cut-off Date, Purchaser acknowledges and agrees that it has been made aware of the physical condition and state of repair of the Mortgaged Properties by Seller and/or as provided in the due diligence materials received by Purchaser and has inspected the Mortgaged Properties to the extent it has deemed necessary and agrees to purchase such Mortgage Loans taking into account the related properties in their “as is” condition “with all faults” as of the date hereof;(j) Purchaser acknowledges that the Mortgage Loans (including the loan documents) may have limited or no liquidity and Purchaser has the financial wherewithal to own the Mortgage Loans and the loan documents for an indefinite period of time and to bear the economic risk of an outright purchase of the Mortgage Loans and the loan documents and a total loss of the Purchase Price for the Mortgage Loans; (k) Purchaser shall bear the cost of any fees or commissions due to a broker or anyone else engaged by or on behalf of Purchaser who might be entitled to any such fee or commission in connection with the transactions contemplated herein; (l) Purchaser is outsourcing its servicing of the Mortgage Loans to a third party servicer (the “Purchaser's Servicer”). Purchaser's Servicer is, and shall be on the related Servicing Transfer Date, participating in the Home Affordable Modification Program (March 2009) issued by U.S. Department of the Treasury pursuant to Section 101 and 109 of the Emergency Economic Stabilization Act of 2008, as the same may be amended or modified (“HAMP”). Pursuant to the terms of the servicing agreement between Purchaser and Purchaser's Servicer, Purchaser's Servicer is participating in HAMP and the HOPE NOW programs and will make HAMP available to all applicable mortgagors of the Mortgage Loans. Purchaser's Servicer has informed Purchaser that it will abide by the Purchasermodification terms of any Mortgage Loan that has been modified, including trial modifications, prior to the Servicing Transfer Date and will continue to process any Mortgage Loan modifications that are in process as of the performance and compliance Servicing Transfer Date in accordance with the terms of this Agreement by such Mortgage Loan and, if applicable, with all requirements of HAMP. With respect to Mortgage Loans which are sixty (60) or more days delinquent as of the Closing Date or the Servicing Transfer Date, Purchaser confirms that Purchaser's Servicer is obligated to modify each such Mortgage Loan either (1) in accordance with any pending modification offers or (2) to the extent eligible, in accordance with HAMP including all reporting required thereunder and, further, will not violate enter any necessary agreements with Seller and Xxxxxx Xxx, as agent for the United States Treasury, with respect to such Mortgage Loans; (m) Purchaser shall perform a bankruptcy scrub for all Mortgage Loans prior to taking any collection actions thereon; (n) Purchaser or Purchaser's organizational documents or constitute a default Servicer shall perform full file credit reporting for all Mortgage Loans for the period following the Servicing Transfer Date; and (or an event whicho) Purchaser understands that with respect to each Mortgage Loan so identified on the Mortgage Loan Schedule attached to the related Pricing Letter, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or instrument to which it related Mortgagor is a party debtor in a state or which is applicable to it federal bankruptcy or any of its assets. (e) The Purchaser is not in violation ofinsolvency proceeding at the related Closing Date, and its execution Purchaser agrees following the Servicing Transfer Date that Purchaser's Servicer is obligated to (i) prepare, execute and delivery file transfers of this Agreement and its performance and claim with the applicable bankruptcy court for each such Mortgage Loan in compliance with the terms United States Bankruptcy Code, Federal Rules of this Agreement will not constitute Bankruptcy Procedure and relevant local bankruptcy rule (ii) track any and all payments made by such Mortgagor and/or trustee in compliance with the United States Bankruptcy Code, Federal Rules of Bankruptcy Procedure and relevant local bankruptcy rule, (iii) prepare, execute and file payment change notices with the applicable bankruptcy court for each such Mortgage Loan for which a violation ofpayment change is scheduled to occur within twenty two (22) days or more after the related Servicing Transfer Date in compliance with the United States Bankruptcy Code, Federal Rules of Bankruptcy Procedure and relevant local bankruptcy rule and (iv) ensure that any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violationand all pending motions for relief filed by Seller are amended, in compliance with the United States Bankruptcy Code, Federal Rules of Bankruptcy Procedure and relevant local bankruptcy rule, to reflect that Purchaser is the movant. The ability of Purchaser or Purchaser's good faith Servicer to file proofs of claim and reasonable judgmentmotions for relief is predicated on receipt of applicable documents and post-petition payment histories from Seller. Further, is likely Purchaser or Purchaser's Servicer shall be responsible for paying any outstanding attorneys' fees and/or costs with respect to affect materially and adversely either any motion for relief where the ability court has not yet issued a final order as to the underlying motion as of the related Closing Date. SECTION 7. Representations, Warranties and Covenants as to Individual Mortgage Loans. As further material inducement to Purchaser to perform its obligations under enter into this Agreement or the financial condition Agreement, Seller represents and warrants to Purchaser, as of the Purchaser. (f) No litigation is pending orrelated Closing Date with respect to each Mortgage Loan, that, to the best of the PurchaserSeller's knowledge, threatened against the Purchaser which would prohibit the Purchaser from entering into this Agreement or, in the Purchaser's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Purchaser to perform its obligations under this Agreement or the financial condition of the Seller. (g) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Purchaser of the transactions contemplated herein, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed.:

Representations, Warranties and Covenants of Purchaser. The Purchaser hereby represents and warrantswarrants to Seller, or covenants with Seller, as of the Closing Dateapplicable, that: (a) The Purchaser is a has duly formed corporationand validly authorized and executed this Agreement, validly existing and in good standing under has full right, power and authority to enter into this Agreement and, subject to obtaining approval of Purchaser’s board of directors (which approval shall be obtained, if at all, prior to the laws expiration of the State Due Diligence Period), to consummate the Transaction, and the joinder of Delawareno Person will be necessary to purchase the Property at Closing. (b) The execution by Purchaser has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this AgreementAgreement and the consummation by Purchaser or its assigns of the Transaction do not, and has duly executed and delivered this Agreementat the Closing will not, result in any breach of any of the terms or provisions of or constitute a default or a condition which upon the giving of notice or passage of time or both would ripen into a default under any indenture, agreement, instrument or obligation to which Purchaser is a party. (c) This Agreement, assuming due authorization, execution and delivery All funds to be used by the Seller, constitutes a valid, legal and binding obligation Purchaser as payment of the Purchaser, enforceable against the Purchaser in accordance with the terms hereof, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generallyPurchase Price at Closing are from sources operating under, and in compliance with, all federal, state and local statutes and regulations and are free of all liens and claims of lien. Neither Purchaser nor any of its Affiliates is, nor will they become, a Person with whom United States Persons are restricted from doing business under regulations of the Office of Foreign Asset Control (ii“OFAC”) general principles of equitythe Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, regardless of whether executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action, and is not and will not engage in any dealings or transactions or be otherwise associated with such enforcement is considered in a proceeding in equity or at lawPersons. (d) Purchaser shall be responsible for the payment of commissions with respect to Brokerage Agreements attributable to Leases executed after the Effective Date. The execution and delivery provisions of this Agreement by Section 6.3(d) shall become effective only at Closing and shall survive the Purchaser, and the performance and compliance with the terms of this Agreement by the Purchaser, will not violate the Purchaser's organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or instrument to which it is a party or which is applicable to it or any of its assetsClosing. (e) The Purchaser is not in violation ofwill engage Xxxxxxxx or an Affiliate designated by Xxxxxxxx to manage each of the Buildings for a term of at least five (5) years following the Closing or as terminated sooner as provided therein. Purchaser and Xxxxxxxx (or its Affiliate) will enter into a Management Agreement with respect to each Building at Closing. Purchaser hereby covenants that for at least five years following the Closing and during the time Xxxxxxxx manages the Buildings, the only fees charged for the management, accounting and its execution operation of the Buildings to the Tenants will be those charged by and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, paid to Xxxxxxxx as further defined in the Purchaser's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Purchaser to perform its obligations under this Agreement or the financial condition of the PurchaserManagement Agreement. (f) No litigation is pending or, to the best of the Purchaser's knowledge, threatened against the Purchaser which would prohibit the Purchaser from entering into this Agreement or, in the Purchaser's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Purchaser to perform its obligations under this Agreement or the financial condition of the Seller. (g) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Purchaser of the transactions contemplated herein, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed.

Representations, Warranties and Covenants of Purchaser. The Purchaser hereby represents makes the following representations, warranties, and warrants, as of the Closing Date, thatcovenant to Seller: (a) The Purchaser is a corporation duly formed corporationorganized, validly existing existing, and in good standing under the laws of the State its state of Delaware. (b) The Purchaser has the full power incorporation and authority possesses all requisite authority, power, licenses, permits and franchises to enter into conduct any and consummate all transactions business contemplated by this Agreement and to execute, deliver and comply with its obligations under the terms of this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has which have been duly executed and delivered this Agreementauthorized by all necessary corporate action. (c) This Agreement, assuming due authorization, execution and delivery by the Seller, constitutes a valid, legal and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with the terms hereof, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (ii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (db) The execution and delivery of this Agreement by Purchaser in the Purchaser, manner contemplated herein and the performance and compliance with the terms hereof by it will not violate: (i) its certificate of incorporation or bylaws, or (ii) any laws that could have a material adverse effect upon the validity, performance or enforceability of any of the terms of this Agreement by the applicable to Purchaser, and will not violate the Purchaser's organizational documents or constitute a material default (or an event whichthat, with notice or lapse of time, time or both, would constitute a material default) under, or result in the material breach of, any material contract, agreement or other instrument to which it Purchaser is a party or which is applicable to it or any of its assetsparty. (ec) The Purchaser is not in violation of, and its execution and delivery of this Agreement by Purchaser in the manner contemplated herein and its the performance and compliance with the terms of this Agreement will hereof by it do not constitute a violation of, any law, any order require the consent or decree approval of any court or arbitergovernment authority, or any orderif such consent or approval is required, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Purchaser's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Purchaser to perform its obligations under this Agreement or the financial condition of the Purchaserit has been obtained. (fd) No litigation is pending orThis Agreement, to and all documents and instruments contemplated hereby that are executed and delivered by Purchaser shall constitute valid, legal and binding obligations of Purchaser, enforceable in accordance with their respective terms except as the best of the Purchaser's knowledge, threatened against the Purchaser which would prohibit the Purchaser from entering into this Agreement or, in the Purchaser's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Purchaser to perform its obligations under this Agreement or the financial condition of the Sellerenforcement thereof may be limited by applicable Debtor Relief Laws. (g) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Purchaser of the transactions contemplated herein, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed.