54-10 Agreement

Agreement by Purchaser or any instrument or agreement delivered or required to be delivered pursuant to the provisions of this Agreement. This indemnity shall survive Closing. REPRESENTATIONS AND WARRANTIES 7.1 Purchaser’s Representations and Warranties. Purchaser represents and warrants to Seller that as of the date hereof and as of the Closing Date: 7.1.1 Organization and Standing. Purchaser is a _______________ duly organized, validly existing, and in good standing under the laws of the State of New Jersey, is, or on the Closing Date will be, duly qualified to do business in the State of New Jersey, and has the full power and authority to enter into this Agreement and to carry out the transactions contemplated hereby to be carried out by it. 7.1.2 Due Authorization. The performance of this Agreement and the transactions contemplated hereunder by Purchaser have been duly authorized by all necessary action on the part of Purchaser, and this Agreement is binding on and enforceable against Purchaser in accordance with its terms. Purchaser shall, on or prior to the Closing Date, furnish Seller with certified resolutions evidencing that Purchaser has been duly authorized to enter into and perform this Agreement and the transactions contemplated hereunder. No further consent of any shareholder, creditor, board of directors, governmental authority or other party to such execution, delivery and performance hereunder is required. The person(s) signing this Agreement, and any document pursuant hereto on behalf of Purchaser, has full power and authority to bind Purchaser. 7.1.3 Lack of Conflict. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will violate any restriction, court order, judgment, law, regulation, charter, bylaw, instrument or agreement to which Purchaser is subject. 7.1.4 Solvency/Bankruptcy. Purchaser has not (i) made any general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition in bankruptcy 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

aser’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 Purchaser’s assets, (v) admitted in writing its inability to pay its debts as they come due, (vi) made any offer of settlement, extension or compromise to its creditors generally, or (vii) considered doing or undertaking or planned to do or undertake any of the foregoing. Furthermore, Purchaser has not taken against it any such actions. 7.2 Seller’s Representations and Warranties. Seller represents and warrants to Purchaser that as of the date hereof and as of the Closing Date: 7.2.1 Organization and Standing. Seller is a limited liability company, duly organized under the laws of the state of its formation, is validly existing, and in good standing under the laws of such state, qualified or registered to do business in the state where the Property is located, and has the full power and authority to enter into this Agreement and to carry out the - 18 - GENBUS/718957.4