The execution and delivery of this Agreement and the performance of Purchaser’s obligations hereunder have been duly authorized by all necessary action on the part of Purchaser and its constituent owners and/or beneficiaries and this Agreement constitutes, and all documents to be executed by Purchaser which are to be delivered at Closing will be at the time of Closing, the legal, valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms, subject to equitable principles and other principles governing creditors’ rights generally.