Standard Form Purchase And Sale Agreement: Definition & Sample

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What is a Standard Form Purchase And Sale Agreement?

A standard form purchase and sale agreement is a type of contract template where blank spaces are built-in, which makes them easier to personalize. This type of agreement is often drafted with a lawyer initially, and purposefully contains spaces where an agreeing party's personal information can be built in to make the agreement applicable to deals with separate people or entities without the need to draft an entirely new contract.

This agreement is not exclusive to any one industry and is often used in real estate, auto sales, and even retail sales.

Common Sections in Standard Form Purchase And Sale Agreements

Below is a list of common sections included in Standard Form Purchase And Sale Agreements. These sections are linked to the below sample agreement for you to explore.

Standard Form Purchase And Sale Agreement Sample

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AGREEMENT FOR SALE AND PURCHASE OF LOAN

(Deerfield Luxury Townhomes; Loan No. 010036069)

THIS AGREEMENT FOR SALE AND PURCHASE OF LOAN (“ Agreement ”) is entered as of the Effective Date (as defined below) between Seller and Buyer (as both defined below). Seller and Buyer hereby agree that Seller shall sell, assign, transfer and convey to Buyer and Buyer agrees to purchase and accept all of Seller’s right, title and interest in and to the Loan (as defined below) and the Foreclosure Judgment (if any), subject to the terms and conditions set forth in this Agreement. This Agreement consists of Part I and Part II. As used throughout this Agreement, the terms appearing below in quotation marks have the meanings indicated.

AGREEMENT FOR SALE AND PURCHASE OF LOAN – PART I

A finder’s fee equal to an amount in U.S. Dollars calculated as follows to the extent applicable:

Two percent (2%) of the first $1,000,000 of the Purchase Price, plus one percent (1%) of the next $3,000,000 of the Purchase Price, plus half of one percent (.50%) of any amount above $4,000,000 of the Purchase Price

By way of example only, (a) if the Purchase Price was $800,000, the Finder’s Fee would equal $16,000 calculated as 2% of $800,000; (b) if the Purchase Price was $1,200,000, the Finder’s Fee would equal $22,000 calculated by adding 2% of $1,000,000 (i.e. $20,000) and 1% of $200,000 (i.e. $2,000); and (c) if the Purchase Price was $4,200,000, the Finder’s Fee would equal $51,000 calculated by adding 2% of $1,000,000 (i.e. $20,000), 1% of $3,000,000 (i.e. $30,000), and .50% of $200,000 (i.e. $1,000).

U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF GE COMMERCIAL MORTGAGE CORPORATION, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1

c/o LNR Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Seller’s Notice Person: Matthew Jewell Seller’s Facsimile No.: 305-695-5119

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with a required copy to:

Bilzin Sumberg Baena Price & Axelrod LLP

1450 Brickell Avenue, Suite 2300

Miami, Florida 33131-3456

Attn: Monica Cunill-Fals, Esquire

Resource Real Estate Opportunity OP, LP, a

Delaware limited partnership

2005 Market St., 15th Floor

Philadelphia, Pennsylvania 19103

CCS Title Agency, LLC

4975 Preston Park Boulevard

Plano, Texas 75093

Attn: Brian M. Irwin

Reference: Deerfield Luxury Townhomes Loan Sale/37895

Telephone No. (972) 312-1350, Ext. 208

Facsimile No. (214) 260-6675

JP Morgan Chase Bank, N.A.

Dallas, TX 75201

ABA No. 021000021

Account Name: CCS Title Agency, LLC Escrow Account

Account No. 427891663

Reference: Attn: Brian M. Irwin/Deerfield Luxury Townhomes Loan Sale

“Effective Date”: The date upon which this Agreement has been signed and delivered by both Seller and Buyer “Confidentiality Agreement”: That certain Confidentiality Agreement executed by the Buyer via the acceptance of the terms at www.auction.com prior to reviewing any Confidential Information in connection with the Loan

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THIS AGREEMENT CALLS FOR LIQUIDATED DAMAGES

[THE REMAINDER OF THIS PAGE WAS LEFT BLANK INTENTIONALLY]

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AGREEMENT FOR SALE AND PURCHASE OF LOAN – PART II

1.1 Definitions . As used in this Agreement, the following terms shall have the following meanings:

(a) “ Borrower Party ” means Borrower and any other obligor, guarantor, or surety of, or any party liable for, the performance of the Loan.

(b) “ Borrower Redemption Rights ” means, to the extent not waived by the Borrower, any and all redemption rights of Borrower under Legal Requirements.

(c) “ Business Day ” means any day other than a Saturday, Sunday, federal holiday or other day on which national banks are authorized or required to be closed for the conduct of regular banking business.

(d) “ Buyer Party ” means Buyer and its officers, directors, shareholders, general partners, limited partners, members, managers, agents, representatives, heirs, successors and assigns and their respective heirs, successors, and assigns.

(e) “ Cash Management Agreement ” means any cash management agreement, lockbox agreement, deposit account agreement, restricted account agreement, rent account agreement, central account agreement, clearing account agreement or other similar cash management related agreement with respect to the Loan.

(f) “ Cash Management Accounts ” means any active account established pursuant to a Cash Management Agreement.

(g) “ Claim ” means any claim, liability, proof of claim (including, without limitation, a proof of claim filed in bankruptcy proceedings), demand, complaint, summons, legal, equitable or administrative action, suit, proceeding, chose in action, damage, judgment, penalty or fine pertaining to the Loan.

(h) “ Closing ” means the execution and delivery of the Closing Documents, the payment of the balance of the Purchase Price and the consummation of the sale of the Loan pursuant to this Agreement.

(i) “ Closing Documents ” means all documents which, under the terms of this Agreement, are to be executed and delivered by Seller or Buyer or both at Closing.

(j) “ Deposit ” means an amount equal to ten and one half percent (10.5%) of the Purchase Price in U.S. Dollars.

(k) “ Escrowed Funds ” means (i) the Escrows, (ii) any other funds that are escrowed or deposited with any Seller Party by or on behalf of Borrower under the Loan Documents on account of real estate taxes, insurance premiums, insurance proceeds, repairs, improvements, commissions, reserves or any other purpose relating to the Loan or the Property,

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(iii) funds that are advanced by any Seller Party into an escrow account or any other account established pursuant to a Loan Document for any of the purposes described in (ii) above, (iv) funds that are held by any Seller Party or Receiver, if any, in a suspense account or in any other account relating to the Loan or the Property, which funds have not been applied to the Loan, and (v) the balance of funds advanced to the Receiver, if any, by any Seller Party with respect to the Loan or the Property, provided however that term “Escrowed Funds” shall not include tenant security deposits relating to the Property to the extent such tenant security deposits are not part of the Escrows.

(l) “ Final Judgment ” means any final judgment of foreclosure in favor of Seller with respect to the Foreclosure Action, if any.

(m) “ Forced Placed Insurance ” means any insurance forced placed by any Seller Party prior to Closing in connection with the Loan or relating to the Property or any portion thereof.

(n) “ Foreclosure Action ” means any pending foreclosure action with respect to the Security Instrument, whether judicial or non-judicial.

(o) “ Foreclosure Judgment ” means any Final Judgment or Sheriff’s Deed.

(p) “ Governmental Authority ” means any federal, state, county or municipal government, or political subdivision thereof, any governmental agency, authority, board, bureau, commission, department, instrumentality, or public body, or any court or administrative tribunal.

(q) “ Hazardous Substances ” means any dangerous, toxic or hazardous pollutant, chemical, waste or other substance, (i) which is required by a Legal Requirement to be treated or removed from the Property by the owner thereof, or (ii) the presence of which on the Property subjects a Borrower Party or the holder of the Loan or the Property to a Claim by any Person. Hazardous Substances include, without limitation, those substances classified as such for purposes of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., as amended, and all other federal or state environmental laws and regulations now existing, include, without limitation friable asbestos and friable asbestos-containing materials, polychlorinated biphenyls and urea formaldehyde.

(r) “ Insurance Refund ” means any refund resulting from the cancellation or termination of any Forced Placed Insurance, regardless of whether such refund is received prior to or after Closing.

(s) “ Insurance Proceeds ” means any proceeds resulting from any Pre-Closing Insurance Claim, regardless of whether such proceeds are received prior to or after Closing.

(t) “ Legal Requirements ” means any applicable law, statute, ordinance, order, decree, directive, rule or regulation of any Governmental Authority.

(u) “ Lender Contractual Requirement ” means any legally enforceable obligation of the holder of the Loan to any Borrower Party or to another Person under any Loan Document.

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(v) “ Loan ” means that certain loan made by Original Lender to or assumed by Borrower evidenced by the Note and secured by the Security Instrument and the other Loan Documents.

(w) “ Loan Documents ” means the Note, the Security Instrument and any and all other documents executed by or assumed by any Borrower Party to evidence and/or secure the Note, and all amendments thereof.

(x) “ Loan Files ” means all material electronic and printed files and documents delivered to Buyer pertaining to the Loan which the Seller maintains as its primary source of information on the Loan, which includes the Loan Documents and to the extent available, title insurance policies, hazard insurance policies and casualty and liability insurance policies, but specifically excluding all Privileged Materials.

(y) “ LOC ” means any letter of credit delivered in connection with the Loan.

(z) “ LOC Proceeds ” means any proceeds received by any Seller Party as a result of the cashing of any LOC prior to Closing, regardless of whether such proceeds are received prior to or after Closing.

(aa) “ Party ” means either, and “ Parties ” means both, Seller and Buyer.

(bb) “ Person ” means an individual, corporation, partnership, joint venture, limited liability company, association, joint stock company, trust, unincorporated organization or governmental or municipal body or agency or political subdivision thereof, and its heirs, administrators, executors, successors and assigns (as applicable).

(cc) “ Pre-Closing Amounts ” means any Pre-Closing Payments, LOC Proceeds, Refund and Insurance Proceeds.

(dd) “ Pre-Closing Insurance Claim ” means any insurance claims made by any Seller Party prior to the Closing relating to, or in connection with the Loan, the Property or any portion thereof, but specifically excluding any pending title claims under any loan policy issued in connection with the Loan.

(ee) “ Pre-Closing Payments ” means any payment received by any Seller Party (including, without limitation, Seller’s counsel) prior to Closing from or on behalf of Borrower or Receiver, if any, on account of the Loan or with respect to the Property or any portion thereof.

(ff) “ Privileged Materials ” means those materials which Seller has deemed inappropriate to release to Buyer, including, without limitation: (i) valuations and opinions regarding the Loan or the Property, (ii) attorney-client privileged communications and work product, (iii) legal conclusions of non-lawyers or summaries prepared by non-lawyers related to legal conclusions reached or expressed by lawyers, (iv) financial statements or other information subject to a written confidentiality obligation or restriction or (v) non-public information, the disclosure of which, in Seller’s reasonable discretion, could be in violation of any Legal Requirement or existing agreements.

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(gg) “ Property ” means the real property and the personal property, if any, encumbered by the Security Instrument.

(hh) “ Real Estate Tax Refund ” means any refund resulting from any real estate tax appeal, real estate tax reduction application, real estate tax reduction proceeding or real estate tax contest filed prior to the Closing Date with respect to the real estate taxes or the proposed real estate taxes in connection with the Property or any portion thereof, regardless of whether such refund is received prior to or after Closing,

(ii) “ Receiver ” means any receiver appointed with respect to the Property in the Foreclosure Action or the Receivership Action, if any.

(jj) “ Receivership Action ” means any pending receivership action, or request for a receiver in the Foreclosure Action, if any, with respect to the Property.

(kk) “ Refund ” means any Real Estate Tax Refund, any Insurance Refund and any other refund for overpayment by any Seller Party in connection with the Loan or the Property.

(ll) “ Securities Act ” means the federal Securities Act of 1933, as amended and any applicable state securities act, and all regulations promulgated thereunder.

(mm) “ Seller Party ” means Seller, Seller’s servicers (including, but not limited to, Special Servicer and Seller’s master servicer), and any subsidiary, affiliate or parent of Seller or of any of its servicers, and each of the foregoing parties’ respective predecessors in interest, and each and all of their respective past, present and future partners, members, officers, directors, managers, shareholders, partners, employees, agents, loan sale advisors, contractors, representatives, participants, certificateholders, trustees, heirs, and all of the respective successors and assigns of each of the foregoing.

(nn) “ Sheriff’s Deed ” means any sheriff’s deed with respect to the Property or any portion thereof in favor of Seller relating to the Foreclosure Action, if any.

(oo) “ Special Servicer ” means LNR Partners, Inc,, a Florida corporation, which effectuated a statutory conversion to LNR Partners, LLC, a Florida limited liability company.

1.2 Other Defined Terms . Other capitalized terms contained in this Agreement shall have the meanings assigned to them in this Agreement.

2.1 Acknowledgement . Buyer does hereby acknowledge, represent, warrant and agree to and with Seller that (i) the Loan is in default and may be non-performing and pending proceedings with the United States Bankruptcy Code may have been filed by or against one or more of the Borrower Parties; (ii) Seller may be pursing resolution strategies with respect to the Loan including, without limitation, a workout or settlement; (iii) Buyer is expressly purchasing the Loan and the Foreclosure Judgment (if any) in its existing condition “ AS IS, WHERE IS, AND WITH ALL FAULTS ” with respect to all facts, circumstances, conditions and defects; and (iv) Seller has specifically bargained for the assumption by Buyer of all risk of adverse conditions with respect to the Loan and the Foreclosure Judgment (if any) and has structured the Purchase Price and other terms of this Agreement in consideration thereof.

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2.2 No Recourse or Seller Warranties or Representations . NOTWITHSTANDING ANY CONTRARY PROVISION IN THIS AGREEMENT, THE SALE OF THE LOAN AND THE FORECLOSURE JUDGMENT (IF ANY) TO BUYER UNDER THIS AGREEMENT SHALL BE WITHOUT RECOURSE, AND WITHOUT REPRESENTATION OR WARRANTY OF ANY NATURE BY ANY SELLER PARTY (EXCEPT TO THE EXTENT MADE IN SECTION 5.2 BELOW), AND BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE EXTENT MADE UNDER SECTION 5.2 BELOW, NO SELLER PARTY HAS MADE, OR DOES MAKE, AND SPECIFICALLY DISCLAIMS, AND BUYER IS NOT RELYING ON ANY SELLER PARTY WITH RESPECT TO ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO: (A) THE LOAN OR THE FORECLOSURE JUDGMENT (IF ANY), (B) THE MARKETABILITY, VALUE, QUALITY OR CONDITION OF THE LOAN OR THE FORECLOSURE JUDGMENT (IF ANY); (C) THE VALIDITY, ENFORCEABILITY, OR COLLECTABILITY OF THE LOAN OR ANY OF THE LOAN DOCUMENTS OR THE FORECLOSURE JUDGMENT (IF ANY); (D) THE VALIDITY, PRIORITY, OR PERFECTION OF ANY LIENS CREATED BY THE LOAN DOCUMENTS OR THE FORECLOSURE JUDGMENT (IF ANY); (E) THE STATE OF TITLE, PRIORITY OF LIENS, ZONING, TAX CONSEQUENCES, PHYSICAL CONDITION, UTILITY CAPACITY OR COMMITMENT FOR UTILITY CAPACITY, OPERATING HISTORY OR PROJECTIONS, VALUATIONS, GOVERNMENTAL APPROVALS OR GOVERNMENTAL REGULATIONS, COMPLIANCE WITH SPECIFICATIONS, LOCATION, EXISTENCE OF OR COMPLIANCE BY ANY OF THE PROPERTY WITH ANY FRANCHISE, MANAGEMENT OR OPERATING AGREEMENT, ANY LIQUOR, USE OR OCCUPANCY PERMIT OR LICENSE, DESIGN, USE, QUALITY, DESCRIPTION, DURABILITY, OR QUALITY OF MATERIAL OR WORKMANSHIP WITH RESPECT TO OR PERTAINING IN ANY MANNER TO THE PROPERTY AND ALL IMPROVEMENTS LOCATED ON ANY OF THE PROPERTY; (F) THE COMPLIANCE BY ANY SELLER PARTY OR ANY PREDECESSOR TO SELLER OR SELLER PARTY WITH ANY AND ALL APPLICABLE FEDERAL, STATE OR LOCAL LAWS AND ALL RULES, REGULATIONS, OR ORDINANCES PROMULGATED PURSUANT THERETO, PERTAINING TO OR IN ANY MANNER RELATED TO THE LOAN, THE FORECLOSURE JUDGMENT (IF ANY) OR THE PROPERTY AND ANY STRUCTURES AND IMPROVEMENTS LOCATED ON THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE AMERICANS WITH DISABILITIES ACT OF 1990 (AS SET FORTH IN CHAPTER 126 OF TITLE 42 OF THE UNITED STATES CODE) AND ALL REGULATIONS PROMULGATED THEREUNDER; (G) THE COMPLIANCE OF THE LOAN WITH ANY STATE OR FEDERAL USURY LAWS AND REGULATIONS APPLICABLE THERETO; (H) THE ACCURACY OR COMPLETENESS OF ANY INFORMATION, DATA, STATEMENTS, AMOUNTS OR SOURCES OF INFORMATION CONTAINED IN THE LOAN DOCUMENTS OR THE FORECLOSURE JUDGMENT (IF ANY); AND (I) ANY OTHER MATTERS PERTAINING TO THE LOAN, THE PROPERTY OR THE FORECLOSURE JUDGMENT (IF ANY). IN ADDITION, EACH SELLER PARTY EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR

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PURPOSE. WITHOUT LIMITING THE FOREGOING, NO SELLER PARTY MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY REGARDING THE PRESENCE OR ABSENCE OF ANY HAZARDOUS SUBSTANCES ON, UNDER OR ABOUT THE PROPERTY OR THE COMPLIANCE OR NONCOMPLIANCE OF THE PROPERTY WITH ANY LEGAL REQUIREMENT REGARDING HAZARDOUS SUBSTANCES, INCLUDING, WITHOUT LIMITATION, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, THE SUPERFUND AMENDMENT AND REAUTHORIZATION ACT, THE RESOURCE CONSERVATION RECOVERY ACT, THE FEDERAL WATER POLLUTION CONTROL ACT, THE FEDERAL ENVIRONMENTAL PESTICIDES ACT, THE CLEAN WATER ACT, THE CLEAN AIR ACT, ANY SO CALLED FEDERAL, STATE OR LOCAL “SUPERFUND” OR “SUPERLIEN” STATUTE, OR ANY OTHER STATUTE, LAW, ORDINANCE, CODE, RULE, REGULATION, ORDER OR DECREE REGULATING, RELATING TO OR IMPOSING LIABILITY (INCLUDING STRICT LIABILITY) OR STANDARDS OF CONDUCT CONCERNING ANY HAZARDOUS SUBSTANCES (COLLECTIVELY, THE “ HAZARDOUS SUBSTANCE LAWS ”). BUYER FURTHER ACKNOWLEDGES AND AGREES THAT BUYER HAS BEEN GIVEN THE OPPORTUNITY TO REVIEW THE LOAN DOCUMENTS, THE LOAN FILES AND THE FORECLOSURE JUDGMENT (IF ANY) AND OBTAIN ALL OTHER INFORMATION AND DOCUMENTATION AS BUYER DEEMS APPROPRIATE PRIOR TO THE EXECUTION OF THIS AGREEMENT AND, THEREFORE, BUYER WILL BE PURCHASING THE LOAN AND THE FORECLOSURE JUDGMENT (IF ANY) PURSUANT TO ITS INDEPENDENT EXAMINATION, STUDY, INSPECTION AND KNOWLEDGE OF THE LOAN, THE LOAN DOCUMENTS AND THE FORECLOSURE JUDGMENT (IF ANY), AND BUYER IS RELYING UPON ITS OWN DETERMINATION OF THE QUALITY, ENFORCEABILITY, TITLE VALUE AND CONDITION OF THE LOAN, THE PROPERTY AND THE FORECLOSURE JUDGMENT (IF ANY), AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY ANY SELLER PARTY. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE LOAN AND THE FORECLOSURE JUDGMENT (IF ANY) WAS OR WILL BE OBTAINED FROM A VARIETY OF SOURCES AND THAT NO SELLER PARTY HAS MADE OR WILL BE OBLIGATED TO MAKE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND NO SELLER PARTY MAKES ANY REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION, BUYER FURTHER ACKNOWLEDGES AND AGREES THAT NO SELLER PARTY HAS UNDERTAKEN TO CORRECT ANY MISINFORMATION OR OMISSIONS OF INFORMATION WHICH MIGHT BE NECESSARY TO MAKE ANY INFORMATION DISCLOSED TO BUYER NOT MISLEADING IN ANY RESPECT. BUYER UNDERSTANDS THAT THE PRIVILEGED MATERIALS COULD CONTAIN INFORMATION WHICH, IF KNOWN TO BUYER, COULD HAVE A MATERIAL IMPACT ON ITS DETERMINATION OF VALUE OF THE LOAN AND THE FORECLOSURE JUDGMENT (IF ANY) AS WELL AS ITS DECISION TO PURCHASE THE LOAN AND THE FORECLOSURE JUDGMENT (IF ANY). BUYER ACKNOWLEDGES THAT THE AMOUNT ULTIMATELY RECEIVED BY IT IN RESPECT OF THE LOAN AND THE FORECLOSURE JUDGMENT (IF ANY) MAY BE LESS THAN THE PURCHASE PRICE, AND BUYER SHALL HAVE NO RECOURSE TO SELLER FOR ANY SUCH DEFICIENCY. BUYER AGREES CLOSING UNDER THIS AGREEMENT SHALL CONSTITUTE AN ACKNOWLEDGMENT THAT THE LOAN AND THE FORECLOSURE JUDGMENT (IF ANY) WAS PURCHASED, AND WILL BE ACCEPTED

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AT CLOSING, WITHOUT REPRESENTATION OR WARRANTY (EXCEPT AS OUTLINED IN SECTION 5.2), EXPRESS OR IMPLIED AND OTHERWISE IN AN “ AS IS ”, “ WHERE IS ”, AND “ WITH ALL FAULTS ” CONDITION BASED SOLELY ON BUYER’S OWN INSPECTION, AND WITHOUT LIABILITY BY OR RECOURSE TO ANY SELLER PARTY. NO EVENT OR CONDITION SHALL ENTITLE BUYER TO HAVE THE LOAN OR FORECLOSURE JUDGMENT (IF ANY) REPURCHASED BY SELLER, EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT.

PURCHASE PRICE AND EXPENSES

3.1 Deposit . Buyer shall pay the Deposit to Escrow Agent in good and immediately available funds by a single wire transfer in accordance with Escrow Agent’s Wiring Instructions no later than 2:00 p.m. Eastern Time on the first Business Day following the Effective Date. If Buyer fails to so pay the Deposit to Escrow Agent, then Seller, in its sole discretion, may (i) terminate this Agreement, in which event Seller and Buyer shall have no further duties, obligations or liabilities to each other hereunder, except for the Confidentiality Agreement which shall continue in full force and effect and any terms hereof which specifically survive termination, or (ii) pursue all remedies at law or in equity, including without limitation, the remedy of specific performance. The Deposit shall be non-refundable (i) unless Seller fails to comply with its obligations under this Agreement; or (ii) except as otherwise specifically provided in this Agreement. The Deposit shall be reflected as a credit against the Purchase Price on the Closing Statement (as defined below).

3.2 Balance of Purchase Price . Buyer shall pay the balance of the Purchase Price to Escrow Agent in good and immediately available funds by a single wire transfer in accordance with Escrow Agent’s Wiring Instructions no later than 2:00 p.m. Eastern Time on the Closing Date and Escrow Agent shall immediately upon Closing disburse in accordance with the Closing Statement. Buyer agrees that wired funds must be received in Escrow Agent’s account pursuant to the Escrow Agent’s Wiring Instructions prior to 2:00 p.m. Eastern Time on the Closing Date in order for Seller to receive the benefit of such funds. Accordingly, if wired funds are received after 2:00 p.m. Eastern Time on any day, they shall not be deemed received until the following Business Day. If Escrow Agent does not receive wired funds prior to 2:00 p.m. Eastern Time on the Closing Date and Seller elects not to exercise any of its default remedies, Buyer shall pay Seller $5,000.00 per day from the Closing Date until the wired funds are deemed to have been received. Except as provided in the last sentence of Section 3.1 above and the seventh sentence of this Section 3.2, Buyer shall not be entitled to any credits on the Closing Statement including, without limitation, any credit with respect to Escrowed Funds. In addition, Buyer acknowledges and agrees that it shall not be entitled to receive the Escrowed Funds after the Closing Date and that it shall be solely responsible for establishing and funding the Escrowed Funds under the Loan Documents upon Closing, which obligation shall survive Closing. Subject to Section 3.4 and notwithstanding Sections 3.6 and 3.7, if any principal payments are received by Seller from or on behalf of Borrower on account of the Loan after the Cut-Off Date and prior to Closing, the Purchase Price shall be adjusted to equal the then outstanding principal balance of the Loan (after application of said principal payments) multiplied by the Applicable Bid Percentage. Notwithstanding anything contained herein to the contrary, if, on the Closing Date, Borrower is a debtor in bankruptcy proceedings filed under the United States Bankruptcy Code (“ Bankruptcy Proceedings ”) and Special Servicer has actual knowledge of the Bankruptcy Proceedings, then

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Buyer shall pay to Seller at Closing, in addition to the Purchase Price reflected in Part I of this Agreement, an amount equal to the amount of the Escrows and Seller shall wire transfer the Escrows to Buyer within ten (10) Business Days of Closing. In addition, notwithstanding anything contained herein to the contrary, if, on the Closing Date, Borrower is not a debtor under any Bankruptcy Proceedings but the Escrows or any portion thereof are subject to a bankruptcy stay under any Bankruptcy Proceedings (the “ Bankruptcy Stay ”) and Special Servicer has actual knowledge of such Bankruptcy Stay, then Buyer shall pay to Seller at Closing, in addition to the Purchase Price reflected in Part I of this Agreement, an amount equal to the amount of the Escrows that are subject to the Bankruptcy Stay and Seller shall wire transfer the portion of the Escrows that are subject to the Bankruptcy Stay to Buyer within ten (10) Business Days of Closing.

3.3 Transfer Taxes and Expenses . Promptly following the Closing Date (but not later than the date payment is due under any applicable Legal Requirement), Buyer shall (a) pay all transfer, filing and recording fees, taxes, costs and expenses applicable to the assignment of the Loan and the Foreclosure Judgment (if any) to Buyer, including, without limitation, realty transfer, mortgage assignment, documentary and similar taxes payable in connection with the filing or recording of any Closing Documents (including without limitation such of the foregoing as may by custom or Legal Requirement be payable by a seller of loans and including without limitation any assignment, transfer or similar taxes due with respect to the Bid Assignment and the Deed (as both defined below), if applicable), (b) execute and file all tax returns, transfer reports, property registration statements and other forms relating to the foregoing as may be required by any Legal Requirement in connection with the filing or recording of any Closing Document and (c) provide Seller with evidence of such payment, execution and filing. In addition, Buyer shall pay for the title insurance premium for any title insurance policy or endorsement obtained by Buyer. Attorneys’ fees shall be borne by the Party incurring such fees. The provisions of this Section shall survive the Closing.

3.4 Payment of Loan . Notwithstanding anything contained in this Agreement to the contrary, if the Loan or the Foreclosure Judgment (if any) is paid in full prior to Closing, or the Seller accepts a discounted payoff of the Loan or the Foreclosure Judgment (if any) prior to Closing, or the holder of a purchase option under Intercreditor Agreement (if any) exercises such purchase option prior to Closing, then the Deposit shall be refunded to Buyer promptly by Escrow Agent, this Agreement shall be rendered null and void, and the Confidentiality Agreement shall remain in full force and effect.

3.5 Foreclosure and Receivership . Seller has disclosed to Buyer and Buyer acknowledges the existence of any Foreclosure Action and/or Receivership Action. Seller shall not, without the written consent of Buyer, which consent shall not be unreasonably withheld or delayed, proceed with the Foreclosure Action or the Receivership Action except that Buyer’s consent shall not be required (i) in the event that Seller is required by Legal Requirements to proceed with the Foreclosure Action or the Receivership Action to protect the collateral for the Loan, or (ii) to postpone or request a postponement of any hearings, discovery deadlines or foreclosure sale (although Seller shall not be obligated to do any of (i) or (ii) above). Notwithstanding anything contained herein to the contrary, (i) in the event that a foreclosure, a trustee’s sale or a similar sale is held with respect to the Foreclosure Action or the Receivership Action prior to the Closing Date and Seller is not the successful bidder at such foreclosure sale,

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then this Agreement shall terminate, in which event the Deposit shall be refunded to the Buyer promptly by Escrow Agent, and Seller and Buyer shall have no further duties, obligations or liabilities to each other hereunder, except for the Confidentiality Agreement which shall remain in full force and effect and any terms hereof which specifically survive termination; and (ii) in the event that a foreclosure sale, a trustee’s sale or a similar sale is held with respect to the Foreclosure Action or Receivership Action prior to the Closing Date and Seller is the successful bidder at such sale, then at Buyer’s option to be exercised by providing notice to Seller no later than three (3) Business Days prior to the Closing Date, (x) Seller shall assign its bid to the Buyer on the Closing Date to the extent that title to the Property has not passed to Seller and is otherwise permitted under Legal Requirements (the “ Bid Assignment ”) and, if the Bid Assignment is not permitted under Legal Requirements or title has passed to the Seller, this Agreement shall be modified to reflect that, provided Buyer is not in default under this Agreement, Seller shall transfer its interests in the Property to Buyer for the Purchase Price on the Closing Date on an “ AS IS, WHERE IS, AND WITH ALL FAULTS ” basis with no representations, by special warranty deed (the “ Deed ”) and under such other terms and conditions as are contained in Seller’s standard form purchase and sale agreement and Buyer and Seller shall execute an amendment evidencing such modification, or (y) Buyer shall terminate this Agreement by giving written notice to Seller on or prior to the Closing Date in which case the Deposit shall be returned promptly by Escrow Agent to Buyer, and this Agreement shall terminate, in which event Seller and Buyer shall have no further duties, obligations or liabilities to each other hereunder, except for the Confidentiality Agreement which shall continue in full force and effect and any terms hereof which specifically survive termination. In the event that the Foreclosure Action or the Receivership Action is pending and a foreclosure sale is not held with respect to the Foreclosure Action prior to the Closing Date, Seller shall assign its rights with respect to the Foreclosure Action and Receivership Action, as applicable, and any Foreclosure Judgment to Buyer at Closing unless prohibited by Legal Requirements. If Seller is prohibited under Legal Requirements to assign its rights with respect to the Foreclosure Action or the Receivership Action, as applicable, Seller shall dismiss the Foreclosure Action and the Receivership Action without prejudice promptly after Closing. To the extent a Receiver has incurred and not yet paid any payables related to the Property or the operation thereof as of the Closing Date, Buyer and not Seller shall be responsible for the payment of any such payables. In addition, to the extent a Receiver is owed any fees or costs with respect to any Receivership Action that have not been paid as of the Closing Date, Buyer and not Seller shall be responsible for the payment of any such fees and costs. The provisions of this Section shall survive the Closing.

3.6 Pre-Closing Amounts . All Pre-Closing Amounts shall belong to the Seller without credit to Buyer at Closing and Buyer acknowledges and agrees that Buyer shall not be entitled to receive any Pre-Closing Amounts after Closing. To the extent that any Seller Party or Receiver, if any, receive any Pre-Closing Amounts after Closing, Seller shall use reasonable efforts to inform Buyer of same. To the extent that any Buyer Party or Receiver, if any, receives any Pre-Closing Amounts after Closing, Buyer shall cause such Buyer Party or Receiver, if applicable, to promptly deliver to Seller or Seller’s designee such Pre-Closing Amounts. The provisions of this Section shall survive the Closing.

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3.7 Force Placed Insurance . To the extent that any Forced Placed Insurance exists, Seller shall have the right to immediately cancel or terminate such Forced Placed Insurance after Closing. The provisions of this Section shall survive the Closing.

3.8 Cash Management Agreement . To the extent that a Cash Management Agreement exists and is active as of the Closing Date, Seller agrees to cooperate with Buyer, upon Buyer’s written request after Closing, in the transfer of any Cash Management Accounts to Buyer, to the extent transferrable. To the extent such Cash Management Accounts are not transferrable, Buyer shall promptly make arrangements for the establishment of any necessary new accounts (the “ New Cash Management Accounts ”) to replace the Cash Management Accounts. To the extent that any Pre-Closing Payments or LOC Proceeds are deposited in the Cash Management Accounts, such Pre-Closing Payments and LOC Proceeds shall belong to Seller without credit to Buyer and Buyer shall not be entitled to such Pre-Closing Payments or LOC Proceeds after Closing. All fees and costs associated with the Cash Management Accounts (including the transfer or termination thereof) and the establishment of any New Cash Management Accounts shall be borne by Buyer. The provisions of this Section shall survive the Closing.

4.1 Time and Place . Closing shall take place on the Closing Date or such earlier date as may be mutually acceptable to Seller and Buyer. Closing shall be held through escrow with the Escrow Agent.

4.2 Seller’s Delivery of Documents . On the Closing Date and upon Escrow Agent’s receipt of the balance of the Purchase Price, Seller shall deliver or cause to be delivered to Escrow Agent for delivery to Buyer after Closing the following:

(a) An executed Assignment of Mortgage in the form attached hereto as Exhibit B (the “ Assignment of Security Instrument ”);

(b) An executed Assignment of Assignment of Leases and Rents in the form attached hereto as Exhibit C (the “ Assignment of Assignment of Leases and Rents ”), to the extent applicable;

(c) If Seller is a trust, an executed Limited Power of Attorney authorizing Special Servicer to execute documents as attorney in fact for Seller (the “ POA ”);

(d) To the extent a Final Judgment exists, an executed assignment of the Foreclosure Judgment in the form attached to this Agreement (the “ Assignment of Judgment ”);

(e) To the extent a Sheriff’s Deed exists, an executed assignment of the Sheriff’s Deed in the form attached to this Agreement (the “ Assignment of Sheriff’s Deed ”); and

(f) An executed closing statement reflecting all financial aspects of the transaction (“ Closing Statement ”).

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In addition, on the Closing Date and upon Escrow Agent’s receipt of the balance of the Purchase Price, Seller shall deliver or cause to be delivered to Seller’s counsel for delivery to Buyer after Closing the following:

(g) An executed Assignment of Loan Documents with respect to the Loan in the form attached hereto as Exhibit A ;

(h) An executed Allonge to the Note in the form attached hereto as Exhibit D ; and

(i) All original Loan Documents in the possession of Seller excluding Privileged Materials.

Notwithstanding anything to the contrary contained hereinabove, to the extent that Seller is required to deliver an Assignment of Judgment or Assignment of Sheriffs Deed pursuant to the terms of this Agreement, the Assignment of Security Instrument and the Assignment of Assignment of Leases of Rents (to the extent applicable) shall be delivered by Seller to Seller’s counsel for delivery to Buyer after Closing in lieu of delivering the Assignment of Security Instrument and the Assignment of Assignment of Leases of Rents (to the extent applicable) to Escrow Agent.

In addition, Seller shall deliver or cause to be delivered to Borrower following the Closing an executed Notice of Assignment of the Loan substantially in the form attached hereto as Exhibit E by Federal Express or other nationally recognized overnight courier service to the extent that Seller has a physical address for Borrower. To the extent that Seller has a P.O. Box address for Borrower, Seller shall deliver such notice by regular mail and shall attempt delivery by certified mail, return receipt requested.

4.3 Buyer’s Delivery of Documents . On the Closing Date, Buyer shall deliver or cause to be delivered to Escrow Agent for delivery to Seller after Closing the following:

(a) The balance of the Purchase Price as set forth in Section 3.2 hereof and any other amounts payable by Buyer under this Agreement;

(b) An executed Closing Statement; and

(c) Any other documents required to be executed or delivered by Buyer to Seller pursuant to the terms of this Agreement.

Buyer hereby authorizes Escrow Agent to record or cause the recording of the Assignment of Security Instrument and the Assignment of Assignment of Leases of Rents (to the extent applicable) in the appropriate recording office or offices after Closing (the “ Recording Office ”) provided however that, to the extent Seller is required to deliver an Assignment of Judgment or Assignment of Sheriffs Deed pursuant to the terms of this Agreement, Buyer hereby authorizes Escrow Agent to record or cause the recording of the Assignment of Judgment or Assignment of Sheriff’s Deed, as applicable, in the Recording Office in lieu of the Assignment of Security Instrument and the Assignment of Assignment of Leases of Rents (to the extent applicable).

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After Closing, Buyer shall have the right to file and record with the appropriate office or offices UCC Assignments with respect to any UCC Financing Statement referred to in Schedule A of Exhibit A hereof reflecting the assignment of such UCC Financing Statement from Seller to Buyer. In addition, in the event that the Seller is a Person that is not a trust, Buyer shall have the right to file and record with the appropriate office or offices UCC Assignments with respect to any UCC Financing Statement referred to in Schedule A of Exhibit A hereof reflecting the assignment of such UCC Financing Statement to Seller to the extent not already filed and recorded.

REPRESENTATIONS AND WARRANTIES

5.1 Representations and Warranties of Buyer . In addition to and not in lieu of any other warranties, representations, or certifications made by Buyer to Seller in the Confidentiality Agreement, Buyer hereby represents and warrants to Seller as of the Effective Date and the Closing Date as follows:

(a) Authority . Buyer has all requisite power and authority to execute and deliver, and to perform all of its obligations under, this Agreement, the Confidentiality Agreement and all instruments and other documents executed and delivered by Buyer in connection herewith. The execution, delivery and performance of this Agreement by Buyer does not and will not require any consent or approval of any other person that has not been obtained or violate any provision of Buyer’s organizational documents.

(b) Enforcement . This Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms.

(c) Good Faith . Buyer, whether by itself or through its officers, directors, shareholders, partners, members, agents, representatives, employees, or parties in interest, has not (a) in any way colluded, conspired, connived, or agreed directly or indirectly with any Person in connection with the Loan or the Foreclosure Judgment (if any) to refrain from submitting an offer to purchase the Loan or the Foreclosure Judgment (if any) or (b) in any manner directly or indirectly sought by agreement, collusion, communication or conference with any other offeror or Person to fix the Purchase Price. The Purchase Price has not been disclosed by Buyer to any other party other than its counsel and a party entitled to examine confidential information on its behalf pursuant to the Confidentiality Agreement. Buyer has not communicated with any Borrower Party in connection with the Loan or the Foreclosure Judgment (if any).

(d) Interested Person . Buyer is not an Interested Person, any Borrower Party or an affiliate of any Borrower Party. Notwithstanding anything contained in this Agreement to the contrary, the representations and warranties in this subsection (d) shall survive the Closing.

(e) Prohibited Persons . Neither Buyer nor any of its respective officers, directors, shareholders, partners, managers, members or affiliates (including without limitation indirect holders of equity interests in Buyer) is or will be an entity or person (i) that is listed in the Annex to, or is otherwise subject to the provisions of Executive Order 13224 issued on September 24, 2001 (“ EO13224 ”), (ii) whose name appears on the United States Treasury

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Department’s Office of Foreign Assets Control (“ OFAC ”) most current list of “Specifically Designated National and Blocked Persons” (which list may be published from time to time in various mediums including, but not limited to, the OFAC website, http:www.treas.gov/ofac/t11sdn.pdf) (iii) who commits, threatens to commit or supports “terrorism”, as that term is defined in EO13224, (iv) is subject to sanctions of the United States government or is in violation of any federal, state, municipal or local laws, statutes, codes, ordinances, orders, decrees, rules or regulations relating to terrorism or money laundering, including, without limitation, EO13224 and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, or (v) who is otherwise affiliated with any entity or person listed above (any and all parties or persons described in clauses (i) – (v) above are herein referred to as a “ Prohibited Person ”). Buyer covenants and agrees that neither Buyer nor any of its respective officers, directors, shareholders, partners, managers, members or affiliates (including without limitation indirect holders of equity interests in Buyer) shall (aa) conduct any business, nor engage in any transaction or dealing, with any Prohibited Person, including, but not limited to, the making or receiving of any contribution of funds, goods, or services, to or for the benefit of a Prohibited Person, or (bb) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in EO13224. Notwithstanding anything contained in this Agreement to the contrary, the representations and warranties in this subsection (e) shall survive the Closing.

(f) Confidentiality Agreement . Buyer has fully complied with all covenants, terms, and obligations set forth in the Confidentiality Agreement and is not aware of any circumstances which may lead to a breach thereof.

(g) FIRPTA . Buyer is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended.

(h) No Security . Without implying any characterization of the Loan or any of the Loan Documents, or any part thereof or interest therein, as a “security” within the meaning of the Securities Act or any other Legal Requirement, Buyer is not purchasing the Loan or the Loan Documents in contemplation of, or for resale in connection with, any distribution, private placement or public offering of the Loan or the Loan Documents or any part thereof or any interest therein, in a manner that would violate any Legal Requirement. Buyer is acquiring the Loan and the Loan Documents for its own account, in each case not with a view to the distribution of the Loan or the Loan Documents or any interest therein within the meaning of any Securities Act, unless such distribution shall be pursuant to an effective registration statement filed in accordance with any Securities Act, or an exemption thereto. Buyer acknowledges that: (i) neither the Loan nor any of the Loan Documents has been registered or qualified under any Securities Act, (ii) Seller does not intend to so register or qualify the Loan or any of the Loan Documents, and (iii) neither the Loan nor the Loan Documents may be subsequently transferred by Buyer except in conformity with Section 6.9 below. Buyer further acknowledges and agrees that: (a) neither the Note nor any of the other Loan Documents is a “security” within the meaning of the Securities Act of 1933, as amended, the Exchange Act of 1934, as amended, the “Blue Sky” laws of any state or any rule or regulation promulgated pursuant to any of the foregoing, (b) that neither the federal nor any state securities laws apply to the transactions contemplated hereby, (c) that the Buyer is not relying on, and will not seek the protections afforded by, any federal or state securities law, (d) the Buyer is motivated by commercial

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purposes and not investment purposes in its purchase of the Note and the other Loan Documents, and (e) the objective of the Buyer’s purchase of the Note and the other Loan Documents is to acquire any underlying real estate Collateral and not for investment in the Note or any other Loan Document itself. Notwithstanding anything contained in this Agreement to the contrary, the representations and warranties in this subsection (h) shall survive the Closing.

(i) Accredited Investor . Buyer is (i) an “accredited investor”, (ii) an institution that qualifies as an “accredited investor”, or (iii) a “qualified institutional buyer,” as each of such terms are defined by the Securities Act of 1933, as amended, or the rules and regulations thereunder. Buyer (i) is a substantial, sophisticated purchaser having such knowledge and experience in financial and business matters, and in particular in matters relating to the purchase, sale, origination or ownership of mortgage notes, loan documents and loans including but not limited to, notes, loan documents and loans comparable to the Note, the other Loan Documents and the Loan, (ii) is capable of evaluating the merits and risks of investment in mortgage notes, loan documents and loans, including but not limited to, notes, loan documents and loans comparable to the Note, the other Loan Documents and the Loan, and (iii) understands and is able to bear the economic risks of such a purchase including, without limitation, a total loss of investment and the risk that it might be required to hold the Note and the other Loan Documents for an indefinite period of time. Buyer further represents and warrants that Buyer has, whether individually or with the assistance of professional advisors selected by Buyer, if any, the experience and capability of understanding the complexities and risks associated with purchasing the Note and the other Loan Documents. Notwithstanding anything contained in this Agreement to the contrary, the representations and warranties in this subsection (i) shall survive the Closing.

(j) No Transfers of Interest . To the extent that Buyer is an entity, none of the beneficial interests in Buyer have been assigned or otherwise transferred directly or indirectly between the Effective Date and Closing. Notwithstanding anything contained in this Agreement to the contrary, the representations and warranties in this subsection (j) shall survive the Closing.

5.2 Representations and Warranties of Seller . Seller hereby represents and warrants to Buyer as of the Effective Date and the Closing Date (except as otherwise set forth below) as follows:

(a) Authority . Seller has all requisite power and authority to execute and deliver, and to perform all of its obligations under this Agreement and the Closing Documents to be executed and delivered by Seller. The execution, delivery and performance of this Agreement by (i) Seller have been duly authorized by all necessary action on the part of Seller, (ii) do not and will not require any consent or approval of any other Person that has not been obtained or waived, (iii) do not and will not violate any provision of Seller’s organizational documents or any material provisions of any other agreement to which Seller is bound, and (iv) do not and will not conflict with any provision of any Legal Requirements to which Seller is subject.

(b) Enforcement . This Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms.

(c) Title to Foreclosure Judgment and Loan . To the extent that a Foreclosure Judgment exists, (a) Seller has good title to and is the sole owner of the Foreclosure Judgment,

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free and clear of all liens, claims, encumbrances and other charges whatsoever, but subject nevertheless to Borrower Redemption Rights, and (b) at the time of the entry or issuance of the Foreclosure Judgment, Seller had good title to and was the sole owner of the Loan, free and clear of all liens, claims, encumbrances and other charges whatsoever except as otherwise provided in the Intercreditor Agreement (if any). To the extent that a Foreclosure Judgment does not exist, Seller has good title to and is the sole owner of the Loan, free and clear of all liens, claims, encumbrances and other charges whatsoever except as otherwise provided in the Intercreditor Agreement (if any).

(d) Outstanding Principal Balance and Interest Paid To Date . The outstanding Principal Balance of the Loan and the Interest Paid To Date as set forth on the Loan Information Schedule are true and correct in all material respects as of the Cut-Off Date. To the extent that Seller receives any principal or interest payments from or on behalf of Borrower on account of the Loan after the Cut-Off Date and prior to Closing, Seller shall update the outstanding Principal Balance of the Loan and the Interest Paid To Date, as applicable, on the Loan Information Schedule and provide such updated Loan Information Schedule to Buyer on the Closing Date.

(e) No Modification . To the best of Seller’s knowledge and except as reflected in the Loan Files or as modified or affected by the Foreclosure Judgment (if any) or merged into the Foreclosure Judgment (if any), (a) copies of the Loan Documents delivered to Buyer have not been modified by Seller and will not be modified or amended by Seller prior to Closing, and (b) the Security Instrument has not been satisfied or canceled by Seller.

5.3 Survival of Representations and Warranties . Except as otherwise specified in this Agreement, Buyer’s and Seller’s representations and warranties under this Agreement shall survive the Closing for a period of three (3) months and any action or Claim thereon shall be instituted within such three (3) month period. For the avoidance of doubt, if any representation, warranty or other provision in this Agreement survives the Closing pursuant to the express terms thereof, such representation, warranty or provision shall survive the Closing without being subject to the three (3) month limitation in the preceding sentence.

POST CLOSING OBLIGATIONS

6.1 Release of Seller Party . Buyer shall not accept a release of liability from any Borrower Party or grant a release of liability to any Borrower Party with respect to the Loan or the Foreclosure Judgment (if any), unless Buyer shall have used commercially reasonable efforts to obtain the simultaneous release of Seller and Seller Party from all Claims which Borrower Party could have against Seller and/or Seller Party with respect to the Loan and the Foreclosure Judgment (if any) prior to the date of such release.

6.2 Notice of Claim . Buyer shall forthwith notify Seller of any Claim or threatened Claim affecting any of the Loan or the Foreclosure Judgment (if any) where Seller or any Seller Party is named a party to such proceedings.

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6.3 IRS Reporting . Buyer shall submit Internal Revenue Service Form 1098 and 1099 Information Returns for the Loan for the entire year of the year in which the Closing Date occurs, and Seller will make commercially reasonable efforts to provide necessary data for same.

6.4 Buyer’s Duties Regarding Litigation . If the Loan or Foreclosure Judgment (if any) is or becomes subject to any claim, action, order, lawsuit or other proceeding, administrative or otherwise, including but not limited to, the Foreclosure Action, the Receivership Action, or other foreclosure or similar action or any bankruptcy filed by or against any Borrower Party (collectively, “ Litigation ”), Buyer shall accept the Loan and the Foreclosure Judgment (if any) subject to such Litigation without any reduction to the Purchase Price. In such event, Buyer shall within ten (10) Business Days after the Closing Date provide Seller and the attorney(s) representing Seller in each such Litigation with the name of the attorney(s) selected by Buyer to represent Buyer’s interests in such Litigation. Buyer shall, within ten (10) Business Days after the Closing Date, notify the Receiver (if any), the applicable court and all counsel of record that ownership of the Loan and the Foreclosure Judgment (if any) was transferred from Seller to Buyer. Buyer shall have its attorney file appropriate pleadings with all applicable courts within ten (10) Business Days after the Closing Date substituting Buyer’s attorney(s) for Seller’s attorney(s), removing Seller as a party to all Litigation and substituting Buyer as the real party in interest in all such Litigation. To the extent a bond has been posted in any Litigation on behalf of the Seller (the “ Seller’s Bond ”), Buyer shall cause the Seller’s Bond to be released and substitute in a replacement bond at Buyer’s sole cost and expense in form and substance acceptable to the applicable court simultaneously with the substitution of Buyer as the real party in interest as provided above. To the extent that a Foreclosure Judgment exists, Buyer shall within five (5) Business Days after the Closing Date file the Assignment of Judgment or Assignment of Sheriff’s Deed with the applicable clerk of the court where the Foreclosure Action is filed. Seller shall have the right to notify the attorney(s) representing its interests to cease participating in all Litigation upon the Closing Date or any date thereafter. Seller may proceed unilaterally to have such matter dismissed without prejudice in the event such substitution of parties and counsel is not so effectuated by Buyer within said ten (10) Business Days. In addition, Buyer agrees that until such time as such substitution of parties and counsel is effected by Buyer, Seller’s counsel may, but is not obligated to, file pleadings (including, without limitation, answers, affirmative defenses and motions), respond to discovery and postpone or request a postponement of any hearings, discovery deadlines or foreclosure sale, all at Buyer’s sole cost and expense. Furthermore, if Buyer fails to comply with its obligations under this Section, Seller and Seller’s counsel may, but are not obligated to, take such further actions as they deem necessary to effectuate the provisions of this Section. To the extent that Seller has engaged a trustee and/or ordered a trustee sale guarantee in connection with the Foreclosure Action (“ TSG ”), Buyer agrees that it shall be solely responsible for any fees and charges including trustee fees and the TSG fee due to the title company and not paid prior to Closing. Buyer acknowledges that its failure to comply with the provisions of this Section may affect Buyer’s rights in any such Litigation including, without limitation, dismissal with prejudice and the running of any statute of limitations if any such action or other legal proceeding is dismissed. Buyer shall reimburse and indemnify Seller and Seller’s counsel for any reasonable costs and legal fees incurred by Seller or Seller’s counsel in connection with such proceeding from and after the Closing Date, including, without limitation, any reasonable fees and costs incurred by Seller or Seller’s counsel in connection with Buyer’s failure to comply with the above requirements. Without limitation to the foregoing, Buyer agrees to take all actions necessary to timely file evidence of the assignment and transfer of the Loan hereunder with the appropriate

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bankruptcy court in cases in which Seller has filed proofs of claim. To the extent that Seller has filed any proofs of claim with respect to any pending bankruptcy case involving the Loan, Seller shall execute and deliver to Buyer at Closing an Assignment of Claim in the form attached hereto as Exhibit F .

6.5 Compliance With Laws . From and after Closing, Buyer assumes and shall undertake, comply with and discharge all Legal Requirements and all Lender Contractual Requirements pertaining to the Loan and the Foreclosure Judgment (if any) arising on or after the Closing Date (including, without limitation Legal Requirements pertaining to unfair credit collection practices or to the length of time loan documents and loan files are to be retained by lenders) to the extent non-compliance or non-performance could result in a Claim against any Seller Party. Without limitation to the foregoing, Buyer covenants and agrees that it shall comply, to the extent noncompliance could result in a Claim against Seller, in all respects with all applicable federal and state laws and regulations governing or otherwise pertaining in any manner to the servicing, collection or enforcement of the Loan or the Foreclosure Judgment (if any), including but not limited to, compliance with the following: (i) the Federal Fair Debt Collection Practices Act (15 U.S.C.A. §1691 et seq. as amended) and any state statute equivalent thereto and the Fair Credit Reporting Act (15 U.S.C.A. §1681 et seq. as amended), (ii) the Depository Institutions Deregulation and Monetary Control Act of 1980, as amended, (12 U.S.C.A. §1735f-7), (iii) the Equal Credit Opportunity Act (15 U.S.C. 1691 et seq. as amended) and Regulation B promulgated thereunder (12 CFR Part §202), (iv) all terms, conditions and requirements of any federal or state guaranty provided under applicable federal or state law and applicable regulations thereunder or pursuant to any private mortgage insurance contract to the extent the Loan or the Foreclosure Judgment (if any) is subject to such a federal or state guaranty or private mortgage insurance contract, and/or (v) all applicable state or federal usury laws and regulations promulgated pursuant thereto.

6.6 Servicing Obligations . The Loan and the Foreclosure Judgment (if any) shall be sold and conveyed to Buyer on a servicing-released basis. As of the Closing Date, all rights, obligations, liabilities and responsibilities with respect to the servicing of the Loan shall pass to and be assumed by Buyer, and Seller Party shall be discharged from all liability therefor. Seller Party shall have no obligation to perform any servicing activities with respect to the Loan or the Foreclosure Judgment (if any) from and after the Closing Date. Seller Party shall use reasonable efforts to inform Buyer of material events which occur with respect to the Loan or the Foreclosure Judgment (if any) after the Effective Date. Buyer shall be bound by all actions taken by Seller Party with respect to the Loan and the Foreclosure Judgment (if any) prior to the Closing Date. Buyer shall take no action to communicate with any Borrower Party or to enforce or otherwise service or manage the Loan or the Foreclosure Judgment (if any) until after the Closing Date. In no event shall Buyer be deemed a third party beneficiary of any servicing contract or agreement between Seller and any Seller Party, and in no event shall Seller Party be deemed a fiduciary for the benefit of Buyer with respect to the Loan or the Foreclosure Judgment (if any).

6.7 Loan Subject to Litigation between Borrower and Seller . In the event the Loan or the Foreclosure Judgment (if any) becomes subject to litigation between any Borrower Party and Seller after the Closing Date but before any of the documents transferring the Loan and Foreclosure Judgment (if any) to Buyer have been recorded or filed, and Seller is unable to compromise, settle or cause Seller to be dismissed as a defendant in the lawsuit within sixty (60)

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days after commencement of such lawsuit, Seller may, in its sole discretion, and without obligation to do so, repurchase the Loan and the Foreclosure Judgment (if any) by giving a written notice to Buyer in which case the Purchase Price, less any payments on account of the principal of the Loan or the Foreclosure Judgment (if any) received by Buyer, shall be returned by Seller to Buyer and neither Party shall have any further obligations hereunder, except that the Confidentiality Agreement shall continue in full force and effect. As between Seller and Buyer, the Loan or Foreclosure Judgment (if any) so repurchased by Seller shall not be deemed to have been transferred and assigned to Buyer. Buyer shall cancel, void and return any proposed transfer documents to Seller in connection with the Loan and the Foreclosure Judgment (if any) repurchased hereunder.

6.8 Environmental Indemnity . Nothing in this Agreement or any documents delivered pursuant to this Agreement will prejudice Seller from seeking the benefit of any environmental indemnity delivered by any indemnitor in connection with the Loan to the extent permitted by applicable law and provided further that the rights of the then holder of the Loan are not reduced or impaired in any material respect.

6.9 No Further Transfer . Notwithstanding anything contained in the Closing Documents to the contrary, Buyer shall not, following Closing, assign or otherwise transfer any of the Loan Documents (including, without limitation, the Note) to a Person who is not an “accredited investor” within the meaning of the Securities Act of 1933, as amended, without Seller’s prior written consent, which consent may be granted or denied in Seller’s sole and absolute discretion for any reason, provided however that nothing contained herein shall prohibit (a) Buyer from collaterally assigning the Note and the other Loan Documents to a Qualified Lender (as defined below) immediately after Closing (“ Collateral Assignment ”), or (b) a Qualified Lender that received the Collateral Assignment from exercising its rights under the Collateral Assignment by foreclosure or otherwise. Notwithstanding the foregoing provision, Buyer acknowledges and agrees that Buyer’s obligation to close under this Agreement is not conditioned on financing. The term “ Qualified Lender ” shall mean and refer to a commercial bank or financial institution that provides financing to the Buyer for the transaction contemplated in this Agreement. Any transfer or assignment in violation of this Section 6.9 shall be null and void.