Common use of Buyer’s Representations and Warranties Clause in Contracts

Buyer’s Representations and Warranties. 5.1 Buyer represents and warrants to Seller as of the Agreement Date that: (a) Buyer (i) is duly organized and validly existing under the laws of its jurisdiction of organization or incorporation, (ii) is in good standing under such laws and (iii) has full power and authority to execute, deliver and perform its obligations under, the Operative Documents to which it is or will become a party. (b) Buyer’s execution, delivery, and performance of the Operative Documents to which it is or will become a party have not resulted and will not result in a breach or violation of any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject. (i) The Operative Documents to which Buyer is a party (A) have been duly and validly authorized, executed and delivered by Buyer and (B) are the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except that such enforceability may be limited by bankruptcy, insolvency, or other similar laws of general applicability affecting the enforcement of creditors’ rights generally and by a court’s discretion in relation to equitable remedies; and (ii) No notice to, registration with, consent or approval of or any other action by any relevant Governmental Authority or other Entity, other than those that have already been obtained, is or will be required for Buyer to execute, deliver, and perform its obligations under the Operative Documents to which Buyer is or will become a party. (d) Without characterizing the Participation as a “security” within the meaning of applicable securities laws, Buyer is not purchasing the Participation with a view towards the sale or distribution thereof in violation of the Securities Act; provided, however, that Buyer may resell the Participation if such resale is in compliance with Section 10. (e) Buyer (i) is a sophisticated Entity with respect to the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (ii) is able to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in this Agreement, Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of Borrower or any Obligor, or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in this Agreement. (h) At least one of the following is true: (i) no interest in the Participation is being acquired by or on behalf of an entity that is, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plans. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and (ii) without in any way limiting the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a party. 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.

Buyer’s Representations and Warranties. 5.1 As of the Effective Date, Buyer represents and warrants to Seller as of the Agreement Date thatfollows: (a) Buyer (i) is duly organized a joint powers authority and a validly existing community choice aggregator, duly organized, validly existing and in good standing under the laws of its the State of California and the rules, regulations and orders of the California Public Utilities Commission, and is qualified to conduct business in each jurisdiction of organization the Joint Powers Agreement members. All Persons making up the governing body of Xxxxx are the elected or incorporation, (ii) is appointed incumbents in their positions and hold their positions in good standing under such laws in accordance with the Joint Powers Agreement and (iii) has full power and authority to execute, deliver and perform its obligations under, the Operative Documents to which it is or will become a partyother Law. (b) Buyer has the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement, except where such failure does not have a material adverse effect on Buyer’s performance under this Agreement. The execution, delivery, delivery and performance of this Agreement by Xxxxx has been duly authorized by all necessary action on the Operative Documents to which it is or will become a party have part of Buyer and does not resulted and will not result in require the consent of any trustee or holder of any indebtedness or other obligation of Buyer or any other party to any other agreement with Buyer. (c) The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfillment of and compliance by Buyer with the provisions of this Agreement will not conflict with or constitute a breach of or violation of a default under any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable Law presently in effect having applicability to Buyer, (iii) any judgmentincluding but not limited to community choice aggregation, injunctionthe Joint Powers Act, decree competitive bidding, public notice, open meetings, election, referendum, or determination prior appropriation requirements, the documents of any Governmental Authority applicable to formation of Buyer or (iv) any contractoutstanding trust indenture, indenturedeed of trust, mortgage, loan agreement, note, lease agreement or other agreement, document evidence of indebtedness or any other agreement or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject. (i) The Operative Documents to which Buyer is a party or by which any of its property is bound. (Ad) have This Agreement has been duly and validly authorized, executed and delivered by Buyer and (B) are the Xxxxx. This Agreement is a legal, valid and binding obligations obligation of Buyer, Buyer enforceable against Buyer in accordance with their respective its terms, except that such enforceability may be as limited by bankruptcy, insolvency, or other similar laws of general applicability affecting limiting the enforcement of creditors’ rights generally and or by a court’s the exercise of judicial discretion in relation to equitable remedies; and (ii) No notice to, registration with, consent or approval accordance with general principles of or any other action by any relevant Governmental Authority or other Entity, other than those that have already been obtained, is or will be required for Buyer to execute, deliver, and perform its obligations under the Operative Documents to which Buyer is or will become a party. (d) Without characterizing the Participation as a “security” within the meaning of applicable securities laws, Buyer is not purchasing the Participation with a view towards the sale or distribution thereof in violation of the Securities Act; provided, however, that Buyer may resell the Participation if such resale is in compliance with Section 10equity. (e) Buyer (i) is a sophisticated Entity warrants and covenants that with respect to the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (ii) is able to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into contractual obligations under this Agreement, except that Xxxxx has relied upon Seller’s express representationsit will not claim immunity on the grounds of sovereignty or similar grounds with respect to itself or its revenues or assets from (1) suit, warranties(2) jurisdiction of court, covenants(3) relief by way of injunction, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given Buyer order for specific performance or recovery of property, (4) attachment of assets, or (5) execution or enforcement of any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudentjudgment. (f) Except Buyer is a “local public entity” as otherwise provided defined in this Agreement, Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding Section 900.4 of the credit, affairs, financial condition or business Government Code of Borrower or any Obligor, or any other matter concerning Borrower or any Obligorthe State of California. (g) Xxxxx acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect Buyer cannot assert sovereign immunity as a defense to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any enforcement of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether obligations under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in this Agreement. (h) At least one of the following is true: (i) no interest in the Participation is being acquired by or on behalf of an entity that is, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plans. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and (ii) without in any way limiting the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a party. 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.

Buyer’s Representations and Warranties. 5.1 Buyer represents and warrants to Seller as of the Agreement Date thatfollows: (ai) Buyer (i) is a limited liability company, duly organized and validly existing and in good standing under the laws of the State of Delaware. Buyer (or its jurisdiction of organization or incorporation, (iiapplicable assignee at Closing) is or will be prior to Closing in good standing under and duly qualified to do business in the State where the applicable Property being acquired by Buyer or such laws assignee is located and (iii) has the full power and authority to executeenter into, deliver be bound by and perform its obligations under, comply with the Operative Documents to which it is terms of this Agreement and has obtained or will become a partyobtain prior to the end of the Due Diligence Period, all necessary authorizations, consents and approvals to enter into and consummate the Transactions. (b) Buyer’s execution, delivery, and performance of the Operative Documents to which it is or will become a party have not resulted and will not result in a breach or violation of any provision of (i) Buyer’s organizational documents, (ii) any statuteThis Agreement and all documents executed by Buyer in connection with this Agreement which are to be delivered to Seller at Closing are, lawor at the time of Closing will be, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject. (i) The Operative Documents to which Buyer is a party (A) have been duly and validly authorized, executed and delivered by Buyer Buyer, and (B) are the are, or at Closing will be, legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except that such enforceability may be limited by bankruptcy, insolvency, or other similar laws of general applicability affecting the enforcement of creditors’ rights generally and by a court’s discretion in relation to equitable remedies; and (ii) No notice to, registration with, consent or approval of or any other action by any relevant Governmental Authority or other Entity, other than those that have already been obtained, is or will be required for Buyer to execute, deliverdo not, and perform its obligations under at the Operative Documents time of Closing will not, violate any provisions of any agreement or judicial order to which Buyer is a party or will become a partyto which Buyer is subject. (diii) Without characterizing the Participation as a “security” within the meaning of applicable securities laws, [REDACTED]. (iv) Buyer is not purchasing the Participation with a view towards the sale or distribution thereof in violation of the Securities Act; provided, however, that Buyer may resell the Participation if such resale is currently (a) in compliance with Section 10. (e) Buyer (i) is a sophisticated Entity and shall at all times during the term of this Agreement remain in compliance with respect to the purchase regulations of the Participation and the agreement to reimburse Seller in respect Office of Foreign Assets Control (“OFAC”) of the Assumed ObligationsU.S. Department of Treasury and any statute, executive order (ii) is able including Executive Order 13224, dated September 24, 2001 and entitled “Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in this Agreement, Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of Borrower or any ObligorCommit, or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded InformationSupport Terrorism”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemniteeregulation relating thereto, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in this Agreement. (h) At least one of the following is true: (i) no interest in the Participation is being acquired by or on behalf of an entity that is, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plans. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and (ii) without in any way limiting the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a party. 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer not listed on, and shall have no recourse not during the term of this Agreement be listed on, the Specially Designated Nationals and Blocked Persons List maintained by OFAC and/or on any other similar list maintained by OFAC or other governmental authority pursuant to Sellerany authorizing statute, except for (i) Seller’s breaches of its representationsexecutive order, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreementregulation.

Buyer’s Representations and Warranties. 5.1 The Buyer represents and warrants to Seller as of the Agreement Date thatfollows: (a) Buyer (i) is a limited partnership duly organized and validly existing in good standing under the laws of its jurisdiction the Commonwealth of organization or incorporation, (ii) is in good standing under such laws Virginia and (iii) has full power and authority to execute, deliver enter into and perform its obligations under, under this Agreement and the Operative Documents to which it is or will become a party. (b) Buyer’s other agreements executed in connection herewith and the transactions contemplated hereby. The execution, delivery, delivery and performance by the Buyer of each of this Agreement and the other agreements executed by it in connection herewith and the consummation of the Operative Documents to which it is or will become a party have not resulted transactions contemplated hereby and will not result in a breach or violation of any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject. (i) The Operative Documents to which Buyer is a party (A) thereby have been duly and validly authorizedauthorized by all necessary partnership action of the Buyer, and all necessary action by the general partner of Buyer. Each of this Agreement and the other agreements executed by it in connection herewith has been duly and validly executed and delivered by the Buyer and (B) are the legal, is valid and binding obligations of Buyer, upon it and enforceable against Buyer it in accordance with their respective its terms, except that such enforceability as may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws of general applicability application relating to or affecting the enforcement of creditors’ rights generally and except that enforceability of its obligations hereunder is subject to general principles of equity. (b) Neither the execution nor the delivery of this Agreement by the Buyer, nor the incurrence by the Buyer of the obligations herein set forth, nor the consummation by the Buyer of the transactions herein contemplated nor compliance by the Buyer with the terms of this Agreement will conflict with, or result in a court’s discretion in relation to equitable remedies; and breach of any of the terms, conditions or provisions of, or constitute a default under (i) the certificate of limited partnership or the limited partnership agreement of Buyer, (ii) No notice toany bond, registration with, consent or approval of or any other action by any relevant Governmental Authority note or other Entityevidence of indebtedness of any contract, indenture, mortgage, deed of trust, loan agreement, lease or other than those that have already been obtained, is agreement or will be required for Buyer to execute, deliver, and perform its obligations under the Operative Documents instrument to which the Buyer is a party or will become a partyby which any of the Buyer's properties may be bound, or (iii) any law, regulation, judgment, order, writ or decree of any court, governmental body or administrative agency of any jurisdiction. (c) Buyer is financially capable of completing the transactions contemplated by this Agreement and this Agreement is not subject to any financing contingency whatsoever. (d) Without characterizing the Participation Except as a “security” within the meaning of applicable securities lawsset forth in Section 10.2, Buyer is not purchasing the Participation with a view towards the sale neither Seller nor any agent, attorney, employee or distribution thereof in violation representative of the Securities ActSeller has made any representation whatsoever regarding the subject matter of this sale, or any part thereof, including (without limiting the generality of the foregoing) representations as to the physical condition of the Improvements or the suitability thereof for any purpose; providedand that Buyer, howeverin executing, that Buyer may resell the Participation if such resale is delivering and performing this Agreement, does not rely upon any statement or information to whomever made or given, directly or indirectly, verbally or in compliance with writing, by any individual, firm or corporation, except as expressly provided in Section 1010.2. (e) Buyer (i) is Neither Buyer, nor any of its respective affiliates, nor any of its respective partners, members, shareholders or other equity owners, and none of its respective employees, officers, directors, representatives or agents is, nor through the Closing Date, will become, a sophisticated Entity person or entity with respect to the purchase whom United States persons or entities are restricted from doing business under regulations of the Participation and the agreement to reimburse Seller in respect Office of Foreign Asset Control (“OFAC”) of the Assumed Obligations, (ii) is able to bear the economic risk associated with the purchase Department of the Participation Treasury (including those names on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including the agreement September 23, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to reimburse Seller in respect of the Assumed ObligationsCommit, (iii) has adequate information concerning the business or Support Terrorism), or other governmental action and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has is not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in this Agreement, Buyer has not relied and will not rely on Seller to furnish engage in any dealings or make available any documents transactions or other information regarding the credit, affairs, financial condition be otherwise associated with such persons or business of Borrower or any Obligor, or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges that (i) Seller currently may have, entities. The representations and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in this AgreementSection 10.1 shall survive Closing Date for a period of six (6) months. (h) At least one of the following is true: (i) no interest in the Participation is being acquired by or on behalf of an entity that is, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plans. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and (ii) without in any way limiting the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a party. 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.

Buyer’s Representations and Warranties. 5.1 Buyer represents and warrants to Seller as of the Agreement Date that: (a) The Buyer (i) is a corporation duly organized and organized, validly existing and in good standing under the laws of its jurisdiction the State of organization or incorporation, (ii) is in good standing under such laws and (iii) Delaware. The Buyer has full all requisite power and authority to execute, deliver and perform its obligations under, this Agreement and all other agreements entered into or delivered in connection with the Operative Documents to which it is or will become a partytransactions contemplated hereby. (b) Buyer’s The execution, delivery, and performance of this Agreement and all other agreements entered into in connection with the Operative Documents transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the party of the Buyer. This Agreement has been duly executed and delivered by the Buyer, constitutes the valid and binding obligation of the Buyer and is enforceable against it in accordance with its terms. All other agreements to which it is or be entered into pursuant to this Agreement by the Buyer in connection with the transactions contemplated hereby will become a party have not resulted be duly executed and delivered by the Buyer, will constitute the valid and binding obligations of the Buyer, and will not be enforceable in accordance with their respective terms. The execution, delivery and performance of this Agreement does not, and all other agreements to be entered into in connection with the transactions contemplated hereby by the Buyer will not, violate, conflict with, result in a breach of or violation constitute a default under (or an event which with due notice or lapse of time or both, would constitute a breach of or default under) or result in the creation of any provision of lien, security interest or other encumbrance under (ia) Buyer’s organizational documentsits charter or By-laws, (iib) any note, agreement, contract, license, instrument, lease or other obligation to which the Buyer is a party or by which it is bound, (c) any judgment, order, decree, ruling or injunction or (d) any statute, law, writ, order, regulation or rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree governmental agency or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subjectauthority. (i) The Operative Documents to which Buyer is a party (A) have been duly and validly authorized, executed and delivered by Buyer and (B) are the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except that such enforceability may be limited by bankruptcy, insolvency, or other similar laws of general applicability affecting the enforcement of creditors’ rights generally and by a court’s discretion in relation to equitable remedies; and (ii) No notice to, registration with, consent or approval of or any other action by any relevant Governmental Authority or other Entity, other than those that have already been obtained, is or will be required for Buyer to execute, deliver, and perform its obligations under the Operative Documents to which Buyer is or will become a party. (d) Without characterizing the Participation as a “security” within the meaning of applicable securities laws, Buyer is not purchasing the Participation with a view towards the sale or distribution thereof in violation of the Securities Act; provided, however, that Buyer may resell the Participation if such resale is in compliance with Section 10. (e) Buyer (i) is a sophisticated Entity with respect to the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (ii) is able to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in this Agreement, Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of Borrower or any Obligor, or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in this Agreement. (h) At least one of the following is true: (i) no interest in the Participation is being acquired by or on behalf of an entity that is, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plans. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and (ii) without in any way limiting the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a party. 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.

Buyer’s Representations and Warranties. 5.1 Buyer hereby represents and warrants as of the Effective Date and as of the Closing Date to Seller as of the Agreement Date thatfollows: (a) Buyer (i) is duly organized and organized, validly existing and in good standing under the laws of the State of its jurisdiction formation, and as of organization or incorporation, the Closing will be qualified to do business in the State in which the Property is located. (iib) is in good standing under such laws and (iii) Buyer has full power and authority to execute, execute and deliver this Agreement and to perform its obligations under, all of the Operative Documents terms and conditions hereof to be performed by Buyer and to consummate the transactions contemplated hereby. This Agreement and all documents executed by Buyer which it is are to be delivered to Seller at Closing have been (or will become a partybe) duly executed and delivered by Buyer and are or at the time of Closing will be the legal, valid and binding obligation of Buyer and is (or will be) enforceable against Buyer in accordance with its terms, except as the enforcement thereof may be limited by applicable Creditors’ Rights Laws. Buyer is not presently subject to any bankruptcy, insolvency, reorganization, moratorium, or similar proceeding. (bc) Buyer’s executionThe entities and individuals executing this Agreement and the instruments referenced herein on behalf of Buyer and its constituent entities, deliveryif any, have the legal power, right and performance actual authority to bind Buyer to the terms and conditions hereof and thereof. (d) Neither the execution and delivery of this Agreement, the consummation of the Operative Documents to which it is transactions contemplated by this Agreement, nor the compliance with the terms and conditions hereof will violate or will become a party have not resulted and will not result conflict, in a breach or violation of any material respect, with (i) any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule regulation or regulation of any Governmental Authority applicable to Buyerrule, (iii) any injunction, judgment, injunctionorder, decree or determination of any Governmental Authority applicable to Buyer decree, ruling, charge or (iv) any contractother restrictions of any government, indenture, mortgage, loan agreement, note, lease governmental agency or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject. (i) The Operative Documents court to which Buyer is a party (A) have been duly and validly authorized, executed and delivered by Buyer and (B) are the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except that such enforceability may be limited by bankruptcy, insolvency, or other similar laws of general applicability affecting the enforcement of creditors’ rights generally and by a court’s discretion in relation to equitable remedies; and (ii) No notice to, registration with, consent or approval of or any other action by any relevant Governmental Authority or other Entity, other than those that have already been obtained, is or will be required for Buyer to execute, deliversubject, and perform its obligations under the Operative Documents to in each case, which Buyer is violation or will become conflict would have a party. (d) Without characterizing the Participation as a “security” within the meaning of applicable securities laws, material adverse effect on Buyer. Buyer is not purchasing the Participation with a view towards the sale party to any contract or distribution thereof in violation subject to any other legal restriction that would prevent fulfillment by Buyer of all of the Securities Act; provided, however, that Buyer may resell the Participation if such resale is in terms and conditions of this Agreement or compliance with Section 10any of the obligations under it. (e) To Buyer’s Actual Knowledge all material consents required from any governmental authority or third party in connection with the execution and delivery of this Agreement by Buyer (i) is a sophisticated Entity with respect to or the purchase consummation by Buyer of the Participation and transactions contemplated hereby have been made or obtained or shall have been made or obtained by the agreement to reimburse Seller in respect of the Assumed Obligations, (ii) is able to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudentClosing Date. (f) Except as otherwise provided in Buyer has made (or will make prior to the Closing Date) an independent investigation with regard to the Property, will have ascertained to its satisfaction the extent to which the Property complies with applicable zoning, building, environmental, health and safety and all other laws codes and regulations, and Buyer’s intended use thereof, including without limitation, review and/or approval of matters disclosed by Seller pursuant to this Agreement, Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding in the credit, affairs, financial condition or business exercise of Borrower or any Obligor, or any other matter concerning Borrower or any ObligorBuyer’s discretion. (g) Xxxxx acknowledges that (i) Seller currently may haveThere is no litigation pending or, and later may come into possession ofto Buyer’s Actual Knowledge, information with respect to the Transferred Rightsthreatened, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to against Buyer or any Buyer Indemnitee, basis therefor that is reasonably expected to materially and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to detrimentally affect the nondisclosure ability of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in to perform its obligations under this Agreement. Buyer shall notify Seller promptly of any such litigation of which Buyer becomes aware. (h) At least one Buyer is not, nor is any person who owns a controlling interest in or otherwise controls Buyer, (a) listed on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the following is true: Treasury, and/or on any other similar list maintained by the OFAC pursuant to any authorizing statute, Executive Order or regulation (collectively, “OFAC Laws and Regulations”); or (b) a person either (i) no interest included within the term “designated national” as defined in the Participation is being acquired by or on behalf of an entity that isCuban Assets Control Regulations, 31 C.F.R. Part 515, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) designated under Sections 1(a), 1(b), 1(c) or 1(d) of Executive Order No. 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), 66 Fed. Reg. 49079 (effective September 24, 2001, and published September 25, 2001) or similarly designated under any related enabling legislation or any other similar Executive Orders (collectively, the “Executive Orders”). Neither Buyer nor any of its principals or affiliates is (x) a person or entity with which Seller is prohibited from dealing or otherwise engaging in any transaction exemption by any Anti-Terrorism Law, or that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Orders, or (y) is directly or indirectly affiliated or associated with a person or entity listed in the preceding clause (x). To the knowledge of Buyer, neither Buyer nor any of its principals or affiliates, nor any brokers or other agents acting in any capacity in connection with the transactions contemplated herein (I) directly or indirectly deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Orders, (II) directly or indirectly engages in any transaction in violation of any Laws relating to drug trafficking, money laundering or predicate crimes to money laundering or (III) engages in or conspires 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 one or more PTEsany Anti-Terrorism Law. As used herein, such as PTE 84“Anti-14 Terrorism Law” means the OFAC Laws and Regulations, the Executive Orders and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat. 272 (a class exemption for certain transactions determined by independent qualified professional asset managers2001), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plansamended. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and (ii) without in any way limiting the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a party. 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.

Buyer’s Representations and Warranties. 5.1 To induce Seller to enter into this Agreement and to sell the Property being conveyed hereunder, Buyer represents makes the following representations and warrants to Seller warranties, all of which are true as of the Agreement Date thatdate hereof and shall be true as of the date of Closing: (a) Buyer (i) is duly organized and validly existing under has not received any notice of assessments for public improvements against the laws of its jurisdiction of organization or incorporation, (ii) is in good standing under such laws and (iii) has full power and authority to execute, deliver and perform its obligations under, the Operative Documents to Property which it is or will become a partyremain unpaid. (b) There are no judgments or decrees of any kind against Buyer unpaid or unsatisfied of record at any court of any city, county, or state or of the United States of America, or any pending or threatened litigation, which would affect the Property. (c) Buyer is not in the hands of a receiver nor is it insolvent. (d) Buyer has not received any notice of condemnation or eminent domain proceedings, which would affect the Property or any part thereof. (e) Buyer has received no notice of violation, and to the best of Buyer’s executionknowledge, deliverythere exist no violations or notices of violation of law, municipal ordinance, governmental ordinance, orders, rules, regulations or requirements against or affecting the Property, or any part thereof. (f) There are no actions or proceedings pending or, to the best of Buyer’s knowledge, threatened, before any court or administrative agency, relating to the Property. (g) Buyer has all necessary power to execute and performance deliver this Agreement and to perform all of the Operative Documents to which it obligations of Buyer hereunder. (h) Buyer is or will become a party have not resulted duly organized, validly existing and will not result in a breach or violation of any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any good standing under the laws of the assets State of Buyer is subjectFlorida and has full capacity, power and authority to purchase the Property from Seller in accordance with the terms and conditions of this Agreement. (i) The Operative Documents Neither the execution and delivery of this Agreement, the consummation of the transactions herein contemplated, nor the compliance with the terms, conditions and provisions hereof will conflict with, or result in a breach of, any of the terms, conditions or provisions of Buyer’s Articles of Incorporation or Bylaws, or any agreement or instrument to which Buyer is a party (A) have been duly and validly authorized, executed and delivered or by Buyer and (B) are the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except that such enforceability may be limited by bankruptcy, insolvency, or other similar laws of general applicability affecting the enforcement of creditors’ rights generally and by a court’s discretion in relation to equitable remedies; and (ii) No notice to, registration with, consent or approval of or any other action by any relevant Governmental Authority or other Entity, other than those that have already been obtained, which it is or will be required for Buyer to execute, deliver, and perform its obligations under the Operative Documents to which Buyer is or will become a partybound. (dj) Without characterizing There is no tenant, lender or other person that is required to approve or consent to the Participation as a “security” within the meaning of applicable securities laws, Buyer is not purchasing the Participation with a view towards the sale or distribution thereof in violation conveyance of the Securities Act; provided, however, that Buyer may resell the Participation if such resale is in compliance with Section 10. (e) Buyer (i) is a sophisticated Entity with respect to the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (ii) is able to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in this Agreement, Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of Borrower or any Obligor, or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known Property to Buyer and that may be material no person shall have any right to a decision object or contest such conveyance, construction or use. No person, firm or other legal entity has any right or option whatsoever to purchase acquire the Participation and agree to reimburse Seller in respect Property or any portions thereof or any interest or interests therein. All of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in this Agreement. (h) At least one of the following is true: (i) no interest in the Participation is being acquired by or on behalf of an entity that is, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plans. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and (ii) without in any way limiting the above representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a partyshall survive Closing. 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.

Buyer’s Representations and Warranties. 5.1 As a material inducement to Seller to execute this Agreement and consummate the Closing, Buyer represents and warrants to Seller as of the Agreement Date that: (a) Buyer (i) has been duly formed or organized as a limited liability company, is duly organized and validly existing under the laws of its jurisdiction of organization or incorporationand, (ii) is in good standing under such laws in the state of its organization, and (iii) has full power is authorized to exercise all of its powers, rights and authority to execute, deliver and perform its obligations under, the Operative Documents to which it is or will become a partyprivileges. (b) Buyer’s executionBuyer has the power and authority, deliveryunder its Charter Documents, to own and operate its properties, to carry on its business as now conducted, and to enter into and perform its obligations under this Agreement. (c) All action on the part of Buyer and its members, managers, and officers necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of Buyer hereunder and completion of the Operative Documents to which it is transactions hereunder, has been taken or will become be taken prior to the Closing. This Agreement constitutes a party have not resulted legally binding and valid obligation of Buyer enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (d) The execution and delivery of this Agreement by Buyer and the performance by Buyer of its obligations pursuant hereto will not result in any violation of, be in conflict with, or constitute a breach default under, with or violation without the passage of time or the giving of notice: (x) any provision of (i) Buyer’s organizational documents, Charter Documents; (iiy) any statute, law, writ, order, rule or regulation provision of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject. (i) The Operative Documents order to which Buyer is a party or by which it or its property or assets are bound; or (Az) have been duly any Laws applicable to Buyer or its property or assets. (e) The execution and validly authorized, executed and delivered delivery of this Agreement by Buyer and (B) are the legalperformance by Buyer of its obligations pursuant hereto will not result in any violation of, valid and binding obligations of Buyer, enforceable against Buyer be in accordance with their respective terms, except that such enforceability may be limited by bankruptcy, insolvencyconflict with, or other similar laws constitute a default under, with or without the passage of general applicability affecting time or the enforcement giving of creditors’ rights generally and by a court’s discretion in relation to equitable remedies; and (ii) No notice tonotice, registration with, consent any material contract or approval of or any other action by any relevant Governmental Authority or other Entity, other than those that have already been obtained, is or will be required for Buyer to execute, deliver, and perform its obligations under the Operative Documents agreement to which Buyer is or will become a party. (df) Without characterizing the Participation as a “security” within the meaning of applicable securities lawsThere is no action, Buyer is not purchasing the Participation with a view towards the sale suit, proceeding or distribution thereof in violation of the Securities Act; providedinvestigation pending or, however, that Buyer may resell the Participation if such resale is in compliance with Section 10. (e) Buyer (i) is a sophisticated Entity with respect to the purchase knowledge of Buyer, threatened in writing against Buyer that challenges the Participation and the agreement to reimburse Seller in respect validity of the Assumed Obligations, (ii) is able to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as or the right of Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except or that Xxxxx has relied upon Sellermight result, either individually or in the aggregate, in Buyer’s express representations, warranties, covenants, agreements and indemnities in inability to perform its obligations under this Agreement. Xxxxx acknowledges There is no judgment, decree or order of any court, arbitrator, tribunal or governmental or similar authority in effect against Buyer, and Buyer is not in default with respect to any order of any court, arbitrator, tribunal or governmental or similar authority binding upon Buyer or by which it or its property or assets are bound that Seller has not given would prevent Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in from performing its obligations under this Agreement, Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of Borrower or any Obligor, or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges Buyer is not acting, directly or indirectly for, or on behalf of, any Person, group, entity or nation named by any 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 the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person, or other banned or blocked Person, group, entity, or nation pursuant to any Law that (i) Seller currently may haveis enforced or administered by the Office of Foreign Assets Control, and later may come into possession is not engaging in the transactions described herein, directly or indirectly, on behalf of, information with respect to or instigating or facilitating the Transferred Rightstransactions described herein, the Assumed Obligationsdirectly or indirectly, Borroweron behalf of, Obligors any such Person, group, entity or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in this Agreementnation. (h) At least one of Buyer is acquiring the following is true: (i) no interest in the Participation is being acquired by or on behalf of an entity that isBxxxx Hxxx Interest for its own account, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (for investment purposes only and not with a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect view to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunder, or distribution (iii) the funds being as such term is used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA2(11) of the ParticipationSecurities Act of 1933, as amended (the “Securities Act”)) thereof. Buyer understands that the Bxxxx Hill Interest has not been registered under the Securities Act and cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is being acquired by or on behalf of, and shall at any time be held by, Benefit Plansavailable. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and (ii) without in any way limiting the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a party. 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.

Buyer’s Representations and Warranties. 5.1 Buyer represents and warrants to Seller as of the Agreement date hereof, and the Closing Date that: (a) Buyer (i) is a limited liability company duly organized organized, validly existing, and validly existing in good standing under the laws of the state of Delaware, and is duly qualified to carry on its jurisdiction of organization or incorporation, business in those states where it is required to do so; (iib) is in good standing under such laws and (iii) Buyer has full all requisite power and authority to executecarry on its business as presently conducted, deliver to enter into this Agreement and the other documents and agreements contemplated hereby, and to perform its obligations underunder this Agreement and the other documents and agreements contemplated hereby. The consummation of the transactions contemplated by this Agreement will not violate, the Operative Documents nor be in conflict with, any provision of Buyer's articles of incorporation, partnership agreement(s), by-laws or governing documents or any agreement or instrument to which it is a party or will become a party.by which it is bound, or any judgment, decree, order, statute, rule, or regulation applicable to Buyer; (bc) Buyer’s the execution, delivery, delivery and performance of this Agreement and the Operative Documents to which it is or will become a party have not resulted and will not result in a breach or violation of any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject. (i) The Operative Documents to which Buyer is a party (A) transactions contemplated hereunder have been duly and validly authorizedauthorized by all requisite authorizing action, corporate, partnership or otherwise, on the part of Buyer; (d) this Agreement, and all documents and instruments required hereunder to be executed and delivered by Buyer and (B) are the at Closing, constitute legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except that such enforceability may be limited by bankruptcy, insolvency, or subject to applicable bankruptcy and other similar laws of general applicability affecting the enforcement of application with respect to creditors’ rights generally and by a court’s discretion in relation to equitable remedies; and (ii) No notice to, registration with, consent or approval of or any other action by any relevant Governmental Authority or other Entity, other than those that have already been obtained, is or will be required for Buyer to execute, deliver, and perform its obligations under the Operative Documents to which Buyer is or will become a party. (d) Without characterizing the Participation as a “security” within the meaning of applicable securities laws, Buyer is not purchasing the Participation with a view towards the sale or distribution thereof in violation of the Securities Act; provided, however, that Buyer may resell the Participation if such resale is in compliance with Section 10.; (e) Buyer (i) is a sophisticated Entity with respect there are no bankruptcy, reorganization or receivership proceedings pending, being contemplated by, or to the purchase actual knowledge of the Participation and the agreement to reimburse Seller Buyer threatened against Buyer; (f) Buyer has not incurred any obligation or liability, contingent or otherwise, for brokers' or finders' fees in respect of the Assumed Obligations, (ii) is able to bear the economic risk associated connection with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and the transaction provided herein; (vg) has independently Buyer is an experienced and without reliance upon Seller, knowledgeable investor and based on such information as Buyer has deemed appropriate, made its own analysis operator in the oil and decision gas business. Prior to enter entering into this Agreement, except that Xxxxx Buyer was advised by and has relied upon Seller’s express representationssolely on its own expertise and legal, warrantiestax, covenantsreservoir engineering, agreements accounting, and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in other professional counsel concerning this Agreement, Buyer has not relied the Assets and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of Borrower or any Obligor, or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in this Agreement.value thereof; (h) At least one of the following is true: (i) no interest in the Participation is being acquired by or on behalf of an entity that isBuyer has, or at any time while by Closing will have, the Participation is held thereby will be, one or more Benefit Plans, (ii) financial resources to close the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified whether by Section 3(42) of ERISA) of the Participation, is being acquired by third party financing or on behalf of, and shall at any time be held by, Benefit Plans.otherwise; and (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and (ii) without in any way limiting the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency existence of the Credit Documents, other than any representations, warranties or covenants made by Seller claims and suits described in this Agreement or the Credit Documents to which Seller is a party. 5.2 Except Exhibit “F” and that these claims and suits are Permitted Encumbrances as expressly stated set forth in this Agreement and the Assignment, Section 8.1(e). Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer further acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Sellerhas, except for (i) Seller’s breaches or by Closing will have, legal counsel of its representations, warranties or covenants choice fully review those claims and (ii) Seller’s indemnities, in each case as expressly stated in this Agreementsuits identified on Exhibit “F”.

Buyer’s Representations and Warranties. 5.1 Buyer hereby represents and warrants to Seller as of the Agreement Date that: (a) Buyer (i) is an entity duly organized and organized, validly existing and in good standing under the laws of the jurisdiction in which it is formed and has the requisite power and authority to own, lease and operate its jurisdiction of organization or incorporation, (ii) properties and to carry on its business as now conducted. Buyer is duly qualified to transact business and is in good standing under in each jurisdiction in which its commitments hereunder makes such laws and (iii) has full power and authority to execute, deliver and perform its obligations under, the Operative Documents to which it is or will become a partyqualification necessary. (b) Buyer’s execution, delivery, Buyer has the requisite power and performance authority to execute this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Buyer and the consummation by Buyer of the Operative Documents to which it is or will become a party have not resulted and will not result in a breach or violation of any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument transactions contemplated by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject. (i) The Operative Documents to which Buyer is a party (A) this Agreement have been duly and validly authorized, authorized by all necessary action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and, assuming due execution and (B) are the legaldelivery by Seller, constitutes a valid and binding obligations obligation of Buyer, enforceable against Buyer in accordance with their respective its terms. (c) The execution and delivery by Buyer of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) violate any provision of the constituent documents of Buyer, except that such enforceability may be limited by bankruptcy, insolvency, or other similar laws of general applicability affecting the enforcement of creditors’ rights generally and by a court’s discretion in relation to equitable remedies; and (ii) No notice to, registration with, consent or approval violate any order of or any other action by any relevant Governmental Authority or other Entity, other than those that have already been obtained, is or will be required for Buyer to execute, deliver, and perform its obligations under the Operative Documents governmental authority to which Buyer is bound or will become a partysubject, or (iii) violate any applicable law. (d) Without characterizing the Participation as a “security” within the meaning of applicable securities lawsTo Buyer’s knowledge, Buyer is not purchasing the Participation with a view towards the sale no order or distribution thereof in violation of the Securities Act; provided, however, that Buyer may resell the Participation if such resale is in compliance with Section 10. (e) Buyer (i) is a sophisticated Entity with respect to the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (ii) is able to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in this Agreement, Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of Borrower or any Obligorpermit issued by, or declaration or filing with, or notification to, or waiver from any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to governmental authority is required on the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge part of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transaction; providedexecution and delivery of this Agreement, however, that or the compliance or performance by Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties with any provision contained in this Agreement. (he) At least one There is no legal action or order pending or, to Buyer’s knowledge, overtly threatened against Buyer that seeks to restrain or prohibit or otherwise challenge the consummation, legality or validity of the following is true: transactions contemplated hereby. (if) no interest No person has acted, directly or indirectly, as a broker, finder or financial advisor for Buyer in connection with the Participation is being acquired by or on behalf of an entity that is, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase Seller is not or will not become obligated to pay any fee or commission or like payment to any broker, finder or financial advisor, as a result of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge consummation of the individual making the investment decision to purchase the Participation transactions contemplated by this Agreement based upon any arrangement made by or on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plans. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and (ii) without in any way limiting the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a party. 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.

Buyer’s Representations and Warranties. 5.1 Buyer represents and warrants to Seller as of the Agreement date hereof, and the Closing Date that: (a) Each Buyer (i) is a limited liability company duly organized formed, validly existing, and validly existing in good standing under the laws of the State of Delaware, and is duly qualified to carry on its jurisdiction of organization or incorporation, business in those states where it is required to do so; (iib) is in good standing under such laws and (iii) Buyer has full all requisite power and authority to executecarry on its business as presently conducted, deliver to enter into this Agreement and the other documents and agreements contemplated hereby, and to perform its it obligations underunder this Agreement and the other documents and agreements contemplated hereby. The consummation of the transactions contemplated by this Agreement will not violate, the Operative Documents nor be in conflict with, any provision of Buyer's articles of incorporation, partnership agreement(s), by-laws or governing documents or any material agreement or instrument to which it is a party or will become a party.by which it is bound, or any judgment, decree, order, statute, rule, or regulation applicable to Buyer; (bc) Buyer’s the execution, delivery, delivery and performance of this Agreement and the Operative Documents to which it is or will become a party have not resulted and will not result in a breach or violation of any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject. (i) The Operative Documents to which Buyer is a party (A) transactions contemplated hereunder have been duly and validly authorizedauthorized by all requisite authorizing action, corporate, partnership or otherwise, on the part of Buyer; (d) this Agreement, and all documents and instruments required hereunder to be executed and delivered by Buyer and (B) are the at Closing, constitute legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except that such enforceability may be limited by bankruptcy, insolvency, or subject to applicable bankruptcy and other similar laws of general applicability affecting the enforcement of application with respect to creditors’ rights generally and by a court’s discretion in relation to equitable remedies; and (ii) No notice to, registration with, consent or approval of or any other action by any relevant Governmental Authority or other Entity, other than those that have already been obtained, is or will be required for Buyer to execute, deliver, and perform its obligations under the Operative Documents to which Buyer is or will become a party. (d) Without characterizing the Participation as a “security” within the meaning of applicable securities laws, Buyer is not purchasing the Participation with a view towards the sale or distribution thereof in violation of the Securities Act; provided, however, that Buyer may resell the Participation if such resale is in compliance with Section 10.; (e) Buyer (i) is a sophisticated Entity with respect there are no bankruptcy, reorganization or receivership proceedings pending, being contemplated by, or to the purchase actual knowledge of the Participation and the agreement to reimburse Seller Buyer threatened against Buyer; (f) Buyer has not incurred any obligation or liability, contingent or otherwise, for brokers' or finders' fees in respect of the Assumed Obligations, (ii) is able to bear the economic risk associated connection with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and the transaction provided herein; (vg) has independently Buyer is an experienced and without reliance upon Seller, knowledgeable investor and based on such information as Buyer has deemed appropriate, made its own analysis operator in the oil and decision gas business. Prior to enter entering into this Agreement, except that Xxxxx Buyer was advised by and has relied upon Seller’s express representationssolely on its own expertise and legal, warrantiestax, covenantsreservoir engineering, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in other professional counsel concerning this Agreement, Buyer has not relied the Assets and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of Borrower or any Obligor, or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transactionvalue thereof; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in this Agreement.and, (h) At least one of Buyer has the following is true: (i) no interest in the Participation is being acquired by or on behalf of an entity that is, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) financial resources to close the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plans. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and (ii) without in any way limiting the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller if third party financing is a party. 5.2 Except as expressly stated in this Agreement and the Assignmentrequirement for Buyer’s ability to close, Buyer makes no representations or warranties, express or implied, with respect to the Transactionhas obtained such financing. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.

Buyer’s Representations and Warranties. 5.1 Buyer represents and warrants to Seller as of the Agreement Date that: : (a) Buyer (i) it is a limited liability company duly organized and organized, validly existing and in good standing under the laws of its jurisdiction the State of organization or incorporation, Delaware; (iib) is in good standing under such laws and (iii) it has full all necessary limited liability company power and authority to executeexecute and deliver this Agreement, deliver the Xxxx of Sale/Assignment, the IP Assignment, the Assignment and perform the other agreements contemplated hereby and thereby to which it is a party (collectively, the “Buyer Transaction Documents”), to carry out its obligations underhereunder and thereunder and to consummate the transactions contemplated hereby and thereby; (c) no authorization or approval from any third party is required in connection with Buyer’s execution, delivery or performance of this Agreement or the Operative other Buyer Transaction Documents to which it is or will become a party. (b) Buyer’s execution, delivery, and performance of the Operative Documents to which it is or will become a party have not resulted and will not result in a breach or violation of any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject. (i) The Operative Documents to which Buyer is a party (A) have been duly and validly authorized, executed and delivered by Buyer ; and (Bd) are the this Agreement constitutes its legal, valid and binding obligations of Buyerobligation, enforceable against Buyer it in accordance with their respective its terms, except that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general applicability affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a court’s discretion proceeding at law or in relation equity). Buyer further represents and warrants to equitable remedies; and (ii) No notice toSeller that the execution, registration with, consent or approval delivery and performance by it of or any this Agreement and the other action by any relevant Governmental Authority or other Entity, other than those that have already been obtained, is or will be required for Buyer to execute, deliver, and perform its obligations under the Operative Transaction Documents to which Buyer it is or will become a party. (d) Without characterizing , and the Participation as a “security” within the meaning of applicable securities laws, Buyer is not purchasing the Participation with a view towards the sale or distribution thereof in violation consummation by it of the Securities Act; providedtransactions contemplated hereby and thereby, however, that Buyer may resell the Participation if such resale is in compliance with Section 10. (e) Buyer does not and will not (i) is a sophisticated Entity with respect to the purchase violate any provision of the Participation and the agreement to reimburse Seller in respect its certificate of the Assumed Obligationsformation or limited liability company agreement, (ii) is able to bear the economic risk associated with the purchase conflict with, result in a breach of the Participation and the or constitute a default under any agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in this Agreement, Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition instrument to which it is a party or business of Borrower or any Obligor, or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that by which it is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in this Agreement. (h) At least one of the following is true: (i) no interest in the Participation is being acquired by or on behalf of an entity that is, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunderbound, or (iii) the funds being used by Buyer violate, result in a breach of or constitute a default under any judgment, order, injunction, decree, law, rule, regulation or other restriction of any court or governmental authority to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14which it is subject, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plans. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, except in each case as currently in effectcase, and (B) any other Credit Documents requested by where the violation, conflict, breach or default, would not have a material adverse effect on Buyer, and (ii) without in any way limiting ’s ability to consummate the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a partytransactions contemplated hereby. 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.

Buyer’s Representations and Warranties. 5.1 As of the Effective Date and effective through the Closing Date, Buyer represents hereby represents, warrants, covenants and warrants agrees (which warranties, representations, covenants and agreements shall survive the Closing subject to Section 3.3 below) to and for the benefit of Seller as of the Agreement Date thatfollows: (a) 3.2.1 Buyer (i) is a validly formed and duly organized and validly existing under the laws of its jurisdiction of organization or incorporation, (ii) is authorized legal entity in good standing under such laws in its state of formation and (iii) qualified to business in the State of Maryland; 3.2.2 Buyer has the full power and authority to execute, deliver enter into and perform this Agreement in accordance with its obligations underterms, to consummate the Operative Documents transactions contemplated hereby and to which it is or will become a party. (b) Buyer’s execution, delivery, execute and performance of the Operative Documents deliver all documents and instruments to which it is or will become a party have not resulted and will not result in a breach or violation of any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject. (i) The Operative Documents to which Buyer is a party (A) have been duly and validly authorized, executed and delivered by Buyer hereunder; 3.2.3 All requisite action (corporate, trust, partnership or otherwise) has been taken or obtained by Buyer in connection with the entering into of this Agreement and (B) are the legalconsummation of the transactions contemplated hereby, or shall have been taken prior to the Closing Date; 3.2.4 The documents and instruments to be delivered by Buyer hereunder shall constitute the valid and legally binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except that such enforceability may be limited by terms subject to the effect of applicable bankruptcy, insolvency, reorganization, or other similar laws of general applicability affecting the enforcement rights of creditors’ creditors generally, and Buyer (a) has not filed for and/or is not subject to any bankruptcy, reorganization or receivership proceeding or similar law affecting the rights of creditors generally which has not been discharged within ninety (90) days of such filing, and by a court’s discretion in relation (b) is not currently insolvent or at the imminent risk of becoming insolvent; 3.2.5 The individual(s) executing this Agreement and the documents contemplated hereunder on behalf of Buyer has/have the legal power, right and actual authority to equitable remediesbind Buyer to the terms and conditions of this Agreement and such documents without any additional signatories required hereto or thereto; and 3.2.6 Buyer has not engaged in any dealings or transactions, directly or indirectly, (i) in contravention of any U.S., international or other money laundering regulations or conventions, including, without limitation, the United States Bank Secrecy Act, the United States Money Laundering Control Act of 1986, the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, Trading with the Enemy Act (50 U.S.C. §1 et seq., as amended), or any foreign asset control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto, or (ii) No notice to, registration with, consent or approval of or any other action by any relevant Governmental Authority or other Entity, other than those that have already been obtained, is or will be required for Buyer to execute, deliver, and perform its obligations under the Operative Documents to which Buyer is or will become a party. (d) Without characterizing the Participation as a “security” within the meaning of applicable securities laws, Buyer is not purchasing the Participation with a view towards the sale or distribution thereof in violation contravention of the Securities Act; provided, however, that Buyer may resell the Participation if such resale is in compliance with Section 10. (e) Buyer (i) is a sophisticated Entity with respect to the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (ii) is able to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in this Agreement, Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of Borrower or any Obligor, or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in this Agreement. (h) At least one of the following is true: (i) no interest in the Participation is being acquired by Anti-Terrorism Order or on behalf of an entity terrorists or terrorist organizations, including those persons or entities that isare included on any relevant lists maintained by the United Nations, North Atlantic Treaty Organization, Organization of Economic Cooperation and Development, Financial Action Task Force, U.S. Office of Foreign Assets Control, U.S. Securities & Exchange Commission, U.S. Federal Bureau of Investigation, U.S. Central Intelligence Agency, U.S. Internal Revenue Service, or at any country or organization, all as may be amended from time while to time. Neither Buyer nor any of its affiliates or constituents nor, to the Participation is held thereby best of Buyer’s knowledge, any brokers or other agents of same, (i) are or will bebe conducting any business or engaging in any transaction with any person appearing on the U.S. Treasury Department’s Office of Foreign Assets Control list of restrictions and prohibited persons, one or more Benefit Plans, (ii) the transaction exemption set forth are a person described in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-section 1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84Anti-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14Terrorism Order, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements ’s knowledge neither Buyer nor any of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plans. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and (ii) without its affiliates have engaged in any way limiting the representations and warranties of Seller contained in this Agreementdealings or transactions, it is assuming all risk or otherwise been associated with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a partysuch person. 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.

Buyer’s Representations and Warranties. 5.1 Buyer represents and warrants to Seller as of the Agreement Date that: (a) Buyer CHC Management Services, LLC is a limited liability company it is a duly organized, validly existing, and in good standing in the jurisdiction of its incorporation/organization/formation; (ib) it is duly organized qualified to do business and validly existing under the laws of its jurisdiction of organization or incorporation, (ii) is in good standing in every jurisdiction in which such qualification is required for purposes of this Agreement, except where the failure to be so qualified, in the aggregate, would not reasonably be expected to adversely affect its ability to perform its obligations under such laws and this Agreement; (iiic) it has the full right, corporate power and authority to executeenter into this Agreement, deliver to grant the rights and licenses granted under this Agreement and to perform its obligations under, the Operative Documents to which it is or will become a party.under this Agreement; (bd) Buyer’s execution, delivery, and performance the execution of this Agreement by its Representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of the Operative Documents to which it is or will become a party have not resulted and will not result in a breach or violation of any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject.; (ie) The Operative Documents to which Buyer is a party (A) have been duly and validly authorized, when executed and delivered by Buyer each of Seller and (B) are Buyer, this Agreement will constitute the legal, valid and binding obligations obligation of Buyer, enforceable against Buyer in accordance with their respective its terms, except that such enforceability as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws of general applicability and equitable principles related to or affecting the enforcement of creditors’ rights generally or the effect of general principles of equity; (f) it is in compliance with all applicable Laws relating to this Agreement, the Goods and by a court’s discretion the operation of its business and this Agreement does not and will not violate any Law relating to antitrust or anticompetitive behavior or business practices; (g) as of the date hereof, it is not insolvent and has met its obligations in relation to equitable remediesthe ordinary course of business; and (iih) No notice to, registration with, consent or approval of or any other action by any relevant Governmental Authority or other Entity, other than those that have already been obtained, is or will be required for Buyer to execute, deliver, and perform its obligations under the Operative Documents to which Buyer is or will become a party. (d) Without characterizing the Participation as a “security” within the meaning of applicable securities laws, Buyer is not purchasing the Participation with a view towards the sale or distribution thereof in violation of the Securities Act; provided, however, that Buyer may resell the Participation if such resale is in compliance with Section 10. (e) Buyer (i) is a sophisticated Entity with respect to the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (ii) is able to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate all financial information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in this Agreement, Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of Borrower or any Obligor, or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against has provided to Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information is true and accurate in connection with the Transaction; provided, however, that Buyer Excluded Information shall not all material respects and does not affect the truth or accuracy of Seller’s representations or warranties in this Agreement. (h) At least one of the following is true: (i) no interest in the Participation is being acquired by or on behalf of an entity that is, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of fairly represents Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plansfinancial condition. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and (ii) without in any way limiting the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a party. 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.

Buyer’s Representations and Warranties. 5.1 Buyer represents and warrants to Seller (as of the Settlement Date and, where specifically indicated, the Agreement Date Date) that: (a) Buyer (i) is is, and was on the Agreement Date, duly organized and validly existing under the laws of its jurisdiction of organization or incorporation, (ii) is is, and was on the Agreement Date, in good standing under such laws and (iii) has has, and had on the Agreement Date, full power and authority to execute, deliver and perform its obligations under, the Operative Transaction Documents to which it is or will become a party. (b) Buyer’s execution, delivery, and performance of the Operative Transaction Documents to which it is or will become a party have not resulted resulted, did not result on the Agreement Date and will not result in a breach or violation of any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject. (i) The Operative Transaction Documents to which Buyer is is, and was on the Agreement Date, a party (Aa) have been duly and validly authorized, executed and delivered by Buyer and (Bb) are the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except that such enforceability may be limited by bankruptcy, insolvency, winding-up or other similar laws of general applicability affecting the enforcement of creditors’ rights generally and by a court’s discretion in relation to equitable remedies; and (ii) No Other than the Participation Required Consents or, in connection with an Elevation, the Elevation Required Consents, no notice to, registration with, consent or approval of or any other action by any relevant Governmental Authority or other EntityEntity is, other than those that have already been obtained, is or will be or was on the Agreement Date required for Buyer to execute, deliver, and perform its obligations under the Operative Transaction Documents to which Buyer is or will become a party. (d) Without characterizing the Participation as a “security” within the meaning of applicable securities laws, Buyer is not purchasing the Participation with a view towards the sale or distribution thereof in violation of the Securities Act; provided, however, that Buyer may resell the Participation if such resale is in compliance with Section 10. (e) Buyer (i) is a sophisticated Entity with respect to the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (ii) is able to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower the Borrowers and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx Buyer has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx Buyer acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in this Agreement, Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of any Borrower or any Obligor, or any other matter concerning any Borrower or any Obligor. (g) Xxxxx Buyer acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, BorrowerBorrowers, Obligors or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of the Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Buyer Excluded Information in connection with the Transaction; provided, however, that the Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in this Agreement. (h) At least one of the following is true: (i) no Less than 25% in the aggregate, of the Participation is being purchased by, and shall at all times be held by, Benefit Plans and (ii) to the extent that any interest in the Participation is being acquired by or on behalf of an entity Entity that is, or at any time while the Participation such interest is held thereby will be, one or more a Benefit PlansPlan, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 91-38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plansthereunder. (i) Buyer acknowledges that, (i) if applicable, it has received copies of (Aa) the Credit Agreement Agreements and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (Bb) any other Credit Documents requested by Buyer, and (ii) without in any way limiting the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a party. (j) Without characterizing the Participation as a security, Buyer is an “accredited investor” as defined in Rule 501 under the Securities Act. 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale transfer of the Participation to Xxxxx Buyer and XxxxxBuyer’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.

Buyer’s Representations and Warranties. 5.1 Buyer represents and warrants to Seller Seller, as of the Agreement Date thatfollows: (a) Buyer (i) is a limited liability company, duly organized, validly existing and in good standing under the Laws of the State of Nevada and has all requisite limited liability company power and authority to execute and deliver this Agreement and the Ancillary Documents and consummate the transactions contemplated hereby and thereby and the execution, delivery and performance of this Agreement and the Ancillary Documents has been duly and validly authorized by all limited liability company action on behalf of Buyer. Buyer is duly organized qualified to do business and validly existing under the laws of its jurisdiction of organization or incorporation, (ii) is in good standing under such laws and (iii) has full power and authority to execute, deliver and perform its obligations under, in the Operative Documents to state or states in which it is or will become a partythe Sale Assets are located. (b) Buyer’s execution, delivery, This Agreement and performance of the Operative Ancillary Documents to which it is or will become a party have not resulted and will not result in a breach or violation of any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject. (i) The Operative Documents to which Buyer is a party (A) have been duly and validly authorized, executed and delivered by Buyer and (B) are the legal, valid and binding obligations obligation of Buyer, enforceable against Buyer in accordance with their respective terms, except that such insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general applicability now or hereafter in effect affecting the enforcement of creditors’ rights generally and generally, or by a court’s discretion in relation to principles governing the availability of equitable remedies; and. (iic) No notice toExcept as otherwise expressly set forth in this Agreement and the Ancillary Documents, registration withSeller expressly disclaims any representations or warranties of any kind or nature, consent express or approval implied (including as to the future or historical financial condition, value or quality of the Business or the Sale Assets, Assumed Liabilities or results of operations or to any environmental, health or safety matters with respect to the Business), and Seller specifically disclaims any representation or warranty of merchantability, usage, suitability or fitness for any particular purpose of the Sale Assets and any part thereof. Further, Seller hereby expressly disclaims any other action by representations or warranties of any relevant Governmental Authority kind or nature, legal or contractual, express or implied, notwithstanding the delivery or disclosure to Buyer or its officers, directors, employees, members, managers, agents or representatives of any documentation or other Entity, information (including any financial projections or other than those that have already been obtained, is or will be required for Buyer to execute, deliver, and perform its obligations under the Operative Documents to which Buyer is or will become a partysupplemental data). (d) Without characterizing the Participation as Seller has, or will have at Closing, good and transferable title to, or a “security” within the meaning of applicable securities lawsvalid leasehold interest in, Buyer is not purchasing the Participation with a view towards the sale or distribution thereof in violation each and all of the Securities Act; providedSale Assets, however, that Buyer may resell the Participation if such resale is in compliance with Section 10. (e) Buyer (i) is a sophisticated Entity with respect to the purchase free and clear of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (ii) is able to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreementany Encumbrances other than Permitted Encumbrances. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in this Agreement, Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of Borrower or any Obligor, or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in this Agreement. (h) At least one of the following is true: (i) no interest in the Participation is being acquired by or on behalf of an entity that is, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA9(d) of the ParticipationDisclosure Schedules, is being acquired by or on behalf ofthe Sale Assets, and shall at any time be held by, Benefit Plans. (i) Buyer acknowledges that, (i) it has received copies of (A) [together with the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and (ii) without in any way limiting the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect services provided to the accuracy or sufficiency of Business under the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a party. 5.2 Except as expressly stated in this Transition Services Agreement and the Assignmentassets of Seller used to provide such services], Buyer makes no representations or warranties, express or implied, with respect to are sufficient for the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale continued operation of the Participation Business after Closing in substantially the same manner as operated by Seller prior to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this AgreementClosing.

Buyer’s Representations and Warranties. 5.1 The Buyer hereby represents and warrants to Seller the Sellers as follows, knowing that the Sellers are entering this Agreement based on these certifications and representations, but without prejudice to the Sellers’ representations in Section 6 above: 7.1 The Buyer is a public company incorporated in Israel, limited by shares, with Registration No. 511149874, whose shares are listed on the Six Swiss Exchange under the Ticker Symbol “SHLTN”. The Buyer is registered as an active company, and no actions or proceedings have been initiated or threatened, and there is no intention to initiate any actions or proceedings relating to its winding-up, liquidation, receivership or similar actions involving to the Buyer, 7.2 The Buyer has the financial ability and financial means to meet its obligations under the provisions of this Agreement. 7.3 Subject to satisfaction of the Agreement Date that: (a) Buyer (i) is duly organized and validly existing under the laws of its jurisdiction of organization or incorporation, (ii) is in good standing under such laws and (iii) has full power and authority to execute, deliver and perform its obligations underconditions precedent, the Operative Documents to which it is or will become a party. (b) Buyer’s execution, delivery, execution and performance of this Agreement by the Operative Documents Buyer are not in violation of the law or the Buyer’s documents of incorporation and any other agreement to which it the Buyer and/or anyone on its behalf is a party; there is no restriction, prohibition, impediment, nor any requirement for approval or will become a party have consent, whether by law or agreement or any other way, on or for, as the case may be, for the delivery and execution by the Buyer and the delivery and execution of this Agreement by the Buyer do not resulted and will not result in a breach or violation of require any provision of (i) Buyer’s organizational documentsconsent, (ii) any statute, law, writapproval, order, rule license, authorization or regulation of declaration by any Governmental Authority applicable person or entity, including a government authority, or filing an application with a government authority, or giving notice to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a third party, other than the approval by which Buyer may be bound or to which any law of the assets of Buyer is subjectits competent bodies. (i) 7.4 The Operative Documents to which execution of this Agreement by the Buyer is a party (A) and the performance of its obligations hereunder have been duly approved by its competent bodies. This Agreement shall become effective and validly authorized, executed binding upon execution hereof and delivered by Buyer and (B) are the legal, shall constitute valid and binding obligations on the Buyer towards the Sellers and be legally enforceable by each of Buyer, enforceable the Sellers against the Buyer in accordance with their respective its terms, except that such enforceability may be limited by bankruptcy, insolvency, or other similar laws of general applicability affecting the enforcement of creditors’ rights generally and by a court’s discretion in relation to equitable remedies; and (ii) No notice to, registration with, consent or approval of or any other action by any relevant Governmental Authority or other Entity, other than those that have already been obtained, is or will be required for Buyer to execute, deliver, and perform its obligations under the Operative Documents to which Buyer is or will become a party. (d) Without characterizing the Participation as a “security” within the meaning of applicable securities laws, 7.5 The Buyer is not purchasing the Participation with a view towards the sale or distribution thereof in violation of the Securities Act; provided, however, that Buyer may resell the Participation if such resale is in compliance with Section 10. (e) Buyer (i) is a sophisticated Entity with respect to the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (ii) is able to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in this Agreement, Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of Borrower or any Obligor, or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in this Agreement. (h) At least one of the following is true: (i) no interest in the Participation is being acquired by or on behalf of an entity that is, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plans. (i) Buyer acknowledges certifies that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and (ii) without in any way limiting the representations and warranties of Seller contained in prior to executing this Agreement, it is assuming was given the opportunity to conduct a business, legal, and accounting due diligence of the Company’s business and operations, based on the information provided to it by the Company. The Buyer was also given the opportunity to receive any information and examine and review all risk with respect documents provided to Buyer upon its request. Nothing in the foregoing shall prejudice the liability of the Sellers for the representations made by them in Section 6 above (and subject to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller indemnification restrictions set forth in this Agreement or the Credit Documents to which Seller is a partySection 13 below). 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.

Buyer’s Representations and Warranties. 5.1 Buyer represents and warrants wan-ants to Seller as of the Agreement Date thatfollows: (a) Buyer (i) is duly organized organized, validly existing, and validly existing in good standing under the laws of its jurisdiction the State of organization or incorporation, (ii) is in good standing under such laws Arizona and (iii) has full power and authority to execute, deliver and perform its obligations under, the Operative Documents to which it is or will become a party. (b) Buyer’s execution, delivery, and performance of the Operative Documents to which it is or will become a party have not resulted and will not result in a breach or violation of any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject. (i) The Operative Documents to which Buyer is a party (A) have been duly and validly authorized, executed and delivered by Buyer and (B) are the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except that such enforceability may be limited by bankruptcy, insolvency, or other similar laws of general applicability affecting the enforcement of creditors’ rights generally and by a court’s discretion in relation to equitable remedies; and (ii) No notice to, registration with, consent or approval of or any other action by any relevant Governmental Authority or other Entity, other than those that have already been obtained, is or will be required for Buyer to execute, deliver, and perform its obligations under this Agreement and all instruments required to be delivered by Buyer hereunder. All requisite authorizing action has been taken by Buyer in connection with the Operative Documents execution and delivery of this Agreement and the consummation of this transaction. (b) The execution, delivery and performance of this Agreement by Buyer will not (a) violate or conflict with Buyer’s limited liability company power or authority, (h) to Buyer’s knowledge, constitute a violation of any law, regulation, order, writ, judgment, injunction, or decree applicable to Buyer, or (c) to Buyer’s knowledge, conflict with, or result in the breach of the provisions of, or constitute a default under, any material agreement, license, permit, or other instrument to which Buyer is a party or will become a partyis bound. (c) There is neither pending nor, to Buyer’s knowledge, threatened any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could enjoin or restrict Buyer’s right or ability to perform its obligations under this Agreement. (d) Without characterizing the Participation as a “security” within the meaning of applicable securities laws, Buyer is not purchasing the Participation with a view towards the sale or distribution thereof in violation of the Securities Act; provided, however, acknowledges that Buyer may resell has inspected the Participation if Property, is relying solely on such resale is in compliance with Section 10. (e) Buyer (i) is a sophisticated Entity inspection and that, except with respect to the purchase of the Participation warranties and the agreement to reimburse Seller in respect of the Assumed Obligations, (ii) is able to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in this Agreement, Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of Borrower or any Obligor, or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in this Agreement. (h) At least one of the following is true: (i) no interest in the Participation is being acquired by or on behalf of an entity that is, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption expressly set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plans. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and (ii) without in any way limiting the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a party. 5.2 Except as expressly stated in this Agreement and the AssignmentAgreement for Environmental Conditions, Buyer Seller makes no representations or warrantieswarranty, express or implied, with respect whether of suitability or fitness for a particular purpose, or quality as to the TransactionProperty, or any part thereof, or as to the condition or workmanship thereof, or the absence of any defects therein, whether latent or patent, it being understood that the Property is to be conveyed hereunder “AS-IS, WHERE-IS, WITH ALL FAULTS. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.”

Buyer’s Representations and Warranties. 5.1 Buyer represents hereby makes the following representations and warrants to Seller warranties, each of which is true and correct on the date hereof, shall be deemed repeated as of the Agreement Date thatClosing with the same force and effect as if made at that time and will survive the Closing: (a) Buyer (i) is a limited partnership duly organized and organized, validly existing and in good standing under the laws of its jurisdiction the State of organization or incorporation, (ii) is in good standing under such laws and (iii) has full power and authority to execute, deliver and perform its obligations under, the Operative Documents to which it is or will become a party.Delaware; (b) Buyer’s executionBuyer has the full right, deliverypower and authority, without the joinder of any other person or entity, to enter into, execute and performance deliver this Agreement and to perform all duties and obligations imposed on Buyer under this Agreement; (c) neither the execution nor the delivery of this Agreement, nor the consummation of the Operative Documents to which it is purchase and sale contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement conflict with or will become a party have not resulted and will not result in a the breach or violation of any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets terms, conditions, or provisions of Buyer is subject. (i) The Operative Documents any agreement or instrument to which Buyer Buyer, or any partner or related entity or affiliate of Buyer, is a party (A) have been duly and validly authorizedor by which Buyer, executed and delivered by Buyer and (B) are the legal, valid and binding obligations any partner or related entity or affiliate of Buyer, enforceable against Buyer in accordance with their respective terms, except that such enforceability may be limited by bankruptcy, insolvency, or other similar laws of general applicability affecting the enforcement of creditors’ rights generally and by a court’s discretion in relation to equitable remedies; and (ii) No notice to, registration with, consent or approval of or any other action by any relevant Governmental Authority or other Entity, other than those that have already been obtained, of Buyer’s assets is or will be required for Buyer to execute, deliver, and perform its obligations under the Operative Documents to which Buyer is or will become a party.bound; (d) Without characterizing no petition in bankruptcy (voluntary or otherwise), assignment for the Participation benefit of creditors, or petition seeking reorganization or arrangement or other action under federal or state bankruptcy laws is pending against or contemplated by Buyer, (e) Buyer will not use the assets of an employee benefit plan as a “security” within the meaning of applicable securities laws, Buyer is not purchasing the Participation with a view towards the sale or distribution thereof defined in violation Section 3(3) of the Securities Act; providedEmployee Retirement Income Security Act of 1974 (“ERISA”) and covered under Title 1, howeverPart 4 of ERISA or Section 4975 of the Internal Revenue Code of 1986, that Buyer may resell as amended, in the Participation if such resale is in compliance with Section 10.performance or discharge of its obligations hereunder, including the acquisition of the Property, and (e) Buyer has not been designated as a “specifically designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website, <xxxx://xxx.xxxxx.xxx/ofac/t11 sdn.pdf> or at any replacement website or other replacement official publication of such list and is currently in compliance with and will at all times during the term of this Agreement (iincluding any extension thereof) is a sophisticated Entity remain in compliance with respect to the purchase regulations of the Participation and the agreement to reimburse Seller in respect Office of Foreign Assets Control of the Assumed Obligations, (ii) is able to bear the economic risk associated with the purchase Department of the Participation Treasury and any statute, executive order (including the agreement September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to reimburse Seller in respect of the Assumed ObligationsCommit, (iii) has adequate information concerning the business or Support Terrorism), or other governmental action relating thereto. The Buyer’s representations and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated warranties set forth in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information Section 4.7 shall survive the Closing or opinion on whether the purchase termination of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in this Agreement, Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of Borrower or any Obligor, or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in this Agreement. (h) At least one of the following is true: (i) no interest in the Participation is being acquired by or on behalf of an entity that is, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plans. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and (ii) without in any way limiting the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a party. 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.

Buyer’s Representations and Warranties. 5.1 Buyer hereby represents and warrants to Seller as of the Agreement Date thatfollows: (ai) Buyer (i) is a limited liability company duly organized and organized, validly existing and in good standing under the laws of its jurisdiction the State of organization or incorporation, (ii) is in good standing under such laws Florida and (iii) has full the power and authority to execute, deliver carry on its business as now being conducted and perform its obligations under, to own and operate the Operative Documents to which it is or will become a partyproperties and assets now owned and being operated by it. (bii) Buyer’s Buyer has the requisite legal power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution, delivery, delivery and performance of the Operative Documents this Agreement and any other agreements and documents to which it is or will become a party have not resulted and will not result in a breach or violation of any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject. (i) The Operative Documents to which Buyer is a party (A) have been duly and validly authorized, executed and delivered by Buyer pursuant to the provisions of this Agreement have been duly authorized by all necessary action on the part of Buyer. This Agreement has been duly executed and (B) are the delivered on behalf of Buyer and is a legal, valid valid, and binding obligations obligation of Buyer, Buyer enforceable against Buyer it in accordance with their respective its terms, except that such as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws of general applicability or equitable principles relating to or affecting the enforcement of creditors’ rights generally and rights. (iii) Neither the execution, delivery or performance of this Agreement by a court’s discretion Buyer nor the consummation of any of the transactions provided for in relation to equitable remediesthis Agreement will (i) violate or conflict with any provision of the Articles of Organization or the Operating Agreement of Buyer; and (ii) No notice to, registration with, consent or approval result in any breach of or default by Buyer under any other action by provision of any relevant Governmental Authority material contract or other Entity, other than those that have already been obtained, is or will be required for Buyer to execute, deliver, and perform its obligations under the Operative Documents agreement of any kind to which Buyer is a party or will become a partyby which Buyer is bound or to which the properties or assets of Buyer is subject; or (iii) is prohibited by, or requires Buyer to obtain or make any consent, authorization, approval, registration or filing under, any statute, law, ordinance, regulation, rule, judgment, decree or order of any court or governmental agency, board, bureau, body, department or authority. (div) Without characterizing There are no actions, suits, proceedings or investigations, either at law or in equity, or before any commission or other administrative authority in any United States or foreign jurisdiction, of any kind now pending or, to Buyer’s knowledge, threatened or proposed in any manner, or any circumstances which should or could reasonably form the Participation as a “security” within the meaning basis of applicable securities lawsany such action, suit, proceeding or investigation, involving Buyer is not purchasing the Participation with a view towards the sale or distribution thereof in violation any of the Securities Act; provided, however, that Buyer may resell the Participation if such resale is in compliance with Section 10. (e) Buyer its respective properties or assets that: (i) is a sophisticated Entity with respect to questions the purchase validity of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, this Agreement; or (ii) is able seeks to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller delay, prohibit or restrict in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as any manner any action taken or contemplated to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as taken by Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in this Agreement, Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of Borrower or any Obligor, or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in this Agreement. (hv) At least one of Buyer will redevelop the following is true: (i) no interest Property as a mixed income affordable housing community that will complement the surrounding neighborhood, in the Participation is being acquired by or on behalf of an entity that is, or at accordance with any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise requirements of Buyer’s rights hereunderConstruction Financing, with the majority of residential units set aside for and affordable to a diverse population of low income persons and families (including the chronically homeless) who make at or below sixty percent (iii60%) the funds being used by Buyer to purchase area median income for the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plansgreater Orlando area. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and (ii) without in any way limiting the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a party. 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.

Buyer’s Representations and Warranties. 5.1 Buyer represents -------------------------------------- and warrants to each Seller that as of the Agreement Date thatdate hereof and the Closing Date: (a) Buyer (i) is a corporation duly organized organized, validly existing, and validly existing in good standing under the laws of the State of Delaware and is duly qualified to carry on its jurisdiction business in Louisiana and in the Outer Continental Shelf, Gulf of organization or incorporation, Mexico; (iib) is in good standing under such laws and (iii) Buyer has full all requisite power and authority to executecarry on its business as presently conducted, deliver to enter this Agreement and the other documents and agreements contemplated hereby, to purchase the Assets on the terms described in this Agreement, and to perform its the obligations under, under this Agreement and the Operative Documents to which it is or will become a party.other documents and agreements contemplated hereby; (bc) Buyer’s execution, delivery, and performance The consummation of the Operative Documents to which it is or will become a party have not resulted and transactions contemplated by this Agreement will not result violate, nor be in a breach or violation of conflict with, any provision of (i) Buyer’s organizational 's charter, by-laws or governing documents, (ii) or any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document material agreement or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject. (i) The Operative Documents to which Buyer is a party (A) or by which it is bound, or any judgment, decree, order, statute, rule or regulation applicable to Buyer, and the execution, delivery and performance of this Agreement and the transactions contemplated hereunder have been duly and validly authorizedauthorized by all requisite corporate action on the part of Buyer; (d) This Agreement constitutes, and all documents and instruments required hereunder to be executed and delivered by Buyer and (B) are the at Closing will constitute, legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except that such enforceability may be limited by bankruptcy, insolvency, or subject to bankruptcy and other similar laws of general applicability affecting application with respect to creditors; (e) There are no bankruptcy, reorganization or receivership proceedings pending, being contemplated by, or to its actual knowledge, threatened against Buyer; (f) Buyer has funds available with which to acquire the enforcement of creditors’ rights generally and by a court’s discretion in relation to equitable remediesAssets; and (iig) No notice toBuyer has no knowledge, registration withas of the relevant Closing Date, consent or approval of any adjustments to the Purchase Price pursuant to Article VII or any other action breach by any relevant Governmental Authority or other Entity, other than those that have already been obtained, is or will be required for Buyer to execute, deliver, and perform its obligations under the Operative Documents to which Buyer is or will become a party. (d) Without characterizing the Participation as a “security” within the meaning of applicable securities laws, Buyer is not purchasing the Participation with a view towards the sale or distribution thereof in violation of the Securities Act; provided, however, that Buyer may resell the Participation if such resale is in compliance with Section 10. (e) Buyer (i) is a sophisticated Entity Seller with respect to the purchase relevant Assets not communicated to Sellers. Buyer shall use all reasonable efforts to assure that the warranties and representations herein contained are true and correct as of each Closing and will give prompt written notice to Seller after the Participation and the agreement to reimburse Seller in respect execution of the Assumed Obligations, (ii) is able to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on of any matter which affects any warranty or representation herein contained or which renders such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information warranty or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudentrepresentation untrue. (f) Except as otherwise provided in this Agreement, Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of Borrower or any Obligor, or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in this Agreement. (h) At least one of the following is true: (i) no interest in the Participation is being acquired by or on behalf of an entity that is, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plans. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and (ii) without in any way limiting the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a party. 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.

Buyer’s Representations and Warranties. 5.1 Buyer represents and warrants to Seller as of the Agreement Date that: (a) Buyer (i) is duly organized organized, validly existing, and validly existing in good standing under the laws of its jurisdiction state of organization or incorporation, (ii) formation and is qualified to do business and in good standing under such laws and (iii) has full power and authority to execute, deliver and perform in all jurisdictions where its obligations under, the Operative Documents to which it is or will become a partyactivities so require. (b) Buyer’s Buyer has corporate power and lawful authority to enter into and carry out the terms and provisions of this Agreement and to execute and deliver all documents which are contemplated by this Agreement and all actions of Buyer necessary to confer such power and authority upon the persons executing this Agreement and all documents which are contemplated by this Agreement on behalf of Buyer have been taken. This Agreement has been duly and validly executed and delivered by Buyer and, assuming the due authorization, execution and delivery by Seller and ASI, constitutes a legal, valid and binding obligation of Buyer enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization or similar laws of general application in effect relating to or affecting the rights of creditors, generally and to general rules of equity. (c) The execution, delivery, delivery and performance of the Operative Documents to which it is or will become a party have not resulted and this Agreement will not (i) violate or result in a breach or violation of any provision term of (i) Buyer’s organizational documents, (ii) result in a breach of or constitute a default under any statute, law, writ, order, rule or regulation of term in any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease agreement or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject. (i) The Operative Documents to which Buyer is a party, such default having not been previously waived by the other party (A) have been duly and validly authorized, executed and delivered by Buyer and (B) are the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except that to such enforceability may be limited by bankruptcy, insolvency, or other similar laws of general applicability affecting the enforcement of creditors’ rights generally and by a court’s discretion in relation to equitable remedies; and (ii) No notice to, registration with, consent or approval of or any other action by any relevant Governmental Authority or other Entity, other than those that have already been obtained, is or will be required for Buyer to execute, deliver, and perform its obligations under the Operative Documents to which Buyer is or will become a party. (d) Without characterizing the Participation as a “security” within the meaning of applicable securities laws, Buyer is not purchasing the Participation with a view towards the sale or distribution thereof in violation of the Securities Act; provided, however, that Buyer may resell the Participation if such resale is in compliance with Section 10. (e) Buyer (i) is a sophisticated Entity with respect to the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (ii) is able to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligationsagreements, (iii) has adequate information concerning the business and financial condition violate any law or any order rule or regulation applicable to Buyer, of Borrower and Obligors to make an informed decision regarding the purchase any court or of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligationsany governmental authority having jurisdiction over Buyer or its properties, or (iv) has such knowledge and experience, and has made investments result in the creation or imposition of a similar nature, so as to be aware any lien or encumbrance upon any of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudentAssets. (f) Except as otherwise provided in this Agreement, Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of Borrower or any Obligor, or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in this Agreement. (h) At least one of the following is true: (i) no interest in the Participation is being acquired by or on behalf of an entity that is, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plans. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and (ii) without in any way limiting the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a party. 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.

Buyer’s Representations and Warranties. 5.1 Buyer represents and warrants to Seller Sellers as of the Agreement Date thatfollows: (a) i. Each Buyer (i) is a Delaware limited liability company, duly organized and organized, validly existing and in good standing under the laws of its jurisdiction the State of organization Delaware and is, or incorporationwill be, (ii) is qualified to do business in good standing under such laws the Commonwealth of Massachusetts at the Time of Closing, and (iii) each Buyer has the full limited liability company power and authority to enter into, execute, and deliver this Agreement and to perform its all duties and obligations under, the Operative Documents to which it is or will become a partyof such Buyer under this Agreement. (b) ii. This Agreement has been duly and validly executed and delivered by each Buyer’s execution, delivery, and performance is enforceable against each such Buyer in accordance with its terms, subject to general equitable principles and applicable provisions of the Operative Documents law related to which it is bankruptcy, insolvency and creditors’ rights generally. The execution and delivery of this Agreement by each Buyer does not violate or will become a party have not resulted and will not result in a breach or violation of any provision of (i) conflict with such Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination order of any Governmental Authority court applicable to Buyer the Buyers, breach the provisions of or (iv) constitute a default under any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or material contract to which any of the assets of Buyer is subject. (i) The Operative Documents to which Buyer is a party (A) have been duly and validly authorized, executed and delivered or by which any Buyer and (B) are the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except that such enforceability may be limited by bankruptcy, insolvencyis bound, or other similar laws of general applicability affecting the enforcement of creditors’ rights generally and by a court’s discretion in relation violate or conflict with any law applicable to equitable remedies; and (ii) No notice to, registration with, consent or approval of or any other action by any relevant Governmental Authority or other Entity, other than those that have already been obtained, is or will be required for Buyer to execute, deliver, and perform its obligations under the Operative Documents to which Buyer is or will become a partyBuyers. (d) Without characterizing the Participation as a “security” within the meaning of applicable securities lawsiii. Neither Buyers, Buyer is not purchasing the Participation with a view towards the sale or distribution thereof in violation of the Securities Act; provided, however, that Buyer may resell the Participation if such resale is in compliance with Section 10. (e) Buyer (i) is a sophisticated Entity with respect to the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (ii) is able to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in this Agreement, Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of Borrower or any Obligor, or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or nor any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”)directors, (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall officers, employees, agents, representatives and/or affiliates, have no liability to Buyer or any Buyer Indemniteebeen, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in this Agreement. (h) At least one of the following is true: (i) no interest in the Participation is being acquired by or on behalf of an entity that isare now, or shall be at any time while prior to or at the Participation Closing, a Person with whom a U.S. Person is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding prohibited from transacting business of the Participation and the exercise of Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as type contemplated by this Agreement, whether such prohibition arises under United States law, regulation, executive orders and lists published by OFAC (including those executive orders and lists administered by OFAC with respect to Persons that have been designated by executive order or by the purchase sanction regulations of OFAC as Blocked Persons or otherwise. Neither Buyers nor, to the Participation hereunder satisfies the requirements of sub-sections Actual Knowledge (b) through (gBuyers) of Part I of PTE 84-14Buyers, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyerany Person who owns an interest in Buyers (collectively, the requirements of subsection (aa “Buyers Party”) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participationhas been, is being acquired by or on behalf of, and now nor shall be at any time be held byprior to or at the Closing a Person with whom a U.S. Person, Benefit Plansincluding a Financial Institution, is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under United States law, regulation, executive orders and lists administered by the OFAC (including those executive orders and lists published by OFAC with respect to Blocked Persons) or otherwise. iv. Neither Buyers nor, to the Actual Knowledge (iBuyers) Buyer acknowledges thatof Buyers, (i) it has received copies of any other Person providing funds to Buyers: (A) is under investigation by any governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist related activities, any crimes which in the Credit Agreement and all intercreditor agreementsUnited States would be predicate crimes to money laundering, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and or any violation of any Anti-Money Laundering Laws; (B) has been assessed civil or criminal penalties under any other Credit Documents requested by BuyerAnti-Money Laundering Laws; or (C) has had any of its funds seized or forfeited in any action under any Anti-Money Laundering Laws or otherwise been in violation of any Anti-Money Laundering Laws. v. Buyers are, have been, and (ii) without will be in compliance with any way limiting the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency applicable provisions of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a partyPatriot Act. 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.

Buyer’s Representations and Warranties. 5.1 Buyer represents and warrants to Seller as of the Agreement Lease Commencement Date thatas follows: (a) Buyer (i) is duly organized and incorporated, validly existing under the laws of and in good standing in its jurisdiction of organization or incorporation, (ii) is in good standing under such laws incorporation and (iii) has full the power and authority to execute, deliver and perform its it obligations underunder this Agreement, the Operative Documents to which it is or will become a partyXxxx of Sale and the other Sale Leaseback Documents. (b) Buyer’s The execution, delivery, delivery and performance of this Agreement, the Operative Documents to which it is or will become a party have not resulted Xxxx of Sale and will not result in a breach or violation of any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or the other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject. (i) The Operative Sale Leaseback Documents to which Buyer is a party (A) have been are duly and validly authorized, executed and delivered by Buyer and (B) are authorized on the legal, valid and binding obligations part of Buyer, and that upon due execution thereof by the parties thereto, each of such documents shall constitute legal and valid obligations binding upon and enforceable against Buyer in accordance with their respective its terms, except that as such enforceability may be limited by applicable bankruptcy, insolvency, or insolvency and other similar laws of general applicability affecting the enforcement rights and remedies of creditors’ rights creditors generally and by a court’s discretion in relation to equitable remedies; andgeneral principles of equity. (iic) No notice toNeither the execution and delivery of this Agreement, registration with, consent the Xxxx of Sale or approval of or any the other action by any relevant Governmental Authority or other Entity, other than those that have already been obtained, is or will be required for Buyer to execute, deliver, and perform its obligations under the Operative Sale Leaseback Documents to which Buyer is or will become a party, nor the performance thereof by Buyer, (i) will result in any breach of, or constitute a default under, or violation of, Buyer’s certificate of formation, limited liability company operating agreement, other governing document or instrument, any indenture, loan or credit agreement or other instrument evidencing indebtedness of Buyer or any affiliate of Buyer, or of any other person or entity with respect to which any recourse may be had against Buyer, or any material agreement to which Buyer is a party or by which Buyer is bound, nor will any of the same violate any material law, regulation or order by which Buyer is bound, or (ii) violate any Applicable Law or Governmental Approval, including any court or arbitral (or similar) order, judgment or decree by which Buyer is bound. (d) Without characterizing No consents or approvals are or will be required on the Participation as a “security” within part of Buyer from any equity owners of Buyer or any holders of any indebtedness of Buyer or of any other person or entity in respect of which any recourse may be had against Buyer for the meaning execution, delivery or performance by Buyer of applicable securities lawsits obligations under this Agreement, Buyer is not purchasing the Participation with a view towards Xxxx of Sale, the sale Lease Agreement or distribution thereof in violation of the Securities Act; provided, however, that Buyer may resell the Participation if such resale is in compliance with Section 10any other Sale Leaseback Documents. (e) Buyer (i) is a sophisticated Entity with respect to the purchase of the Participation represents and the agreement to reimburse Seller in respect of the Assumed Obligations, (ii) is able to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in this Agreement, Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of Borrower or any Obligor, or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges warrants that (i) Seller currently may have, Buyer is a sophisticated institutional accredited investor with extensive expertise and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of experience in financial and business matters and in evaluating private companies and purchasing and selling their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), securities; (ii) Buyer has determined to purchase the Participation conducted and agree to reimburse Seller in respect relied upon its own due diligence investigation of the Assumed Obligations notwithstanding Seller and its lack own in-depth analysis of knowledge the merits and risks of Buyer Excluded Information the transaction contemplated by the Sale Leaseback Documents in making its investment decision and has not relied upon any information provided by Moelis & Company or any investigation of Seller conducted by Moelis & Company; and (iii) Seller Buyer agrees that Moelis & Company shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect transaction contemplated by the truth or accuracy of Seller’s representations or warranties in this AgreementSale Leaseback Documents. (hf) At least one Buyer acknowledges that Income Tax Purposes the transactions under this Agreement are not a sale and purchase, but rather the transactions arising under this Agreement and the Lease Agreement are intended to be collectively treated by each of Buyer and Seller as a financing for such purposes, with Seller continuing to be the owner of the following is true: Equipment for such purposes, with the Lease payments and interest accrual amount for the related period in respect of such financing being mutually determined by Buyer and Seller in good faith. Buyer agrees that unless otherwise required by law, it shall, and shall cause its affiliates to (i) no interest in treat the Participation is being acquired by or on behalf of an entity that is, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, transactions under this Agreement consistently with such as PTE 84-14 (a class exemption intent for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plans. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by BuyerIncome Tax Purposes, and (ii) without take no position inconsistent with such treatment on any tax return or in any way proceeding before any taxing authority for Income Tax Purposes. In particular, and without limiting the representations and warranties generality of Seller contained in this Agreementthe foregoing, Buyer agrees that neither it is assuming all risk nor any of its affiliates shall claim any deduction, credit or exemption with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a partyEquipment for Income Tax Purposes. 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.

Buyer’s Representations and Warranties. 5.1 Buyer represents and warrants to Seller Slammer that the statements contained in this SECTION 6 are correct and complete as of the date of this Agreement Date that:and will be correct and complete as of the Closing (as though made then and as though the Closing date were substituted for the date of this Agreement throughout this SECTION 6) with respect to itself. (a) Buyer (i) is duly organized and validly existing under the laws of its jurisdiction of organization or incorporation, (ii) is in good standing under such laws and (iii) has full power and authority (including full corporate power and authority) to execute, execute and deliver this Agreement and to perform its obligations underhereunder. This Agreement constitutes the valid and legally binding obligation of Buyer, enforceable in accordance with its terms and conditions. Buyer need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the Operative Documents to which it is or will become a partytransactions contemplated by this Agreement. (b) Buyer’s executionNeither the execution and the delivery of this Agreement, delivery, and performance nor the consummation of the Operative Documents transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which it Buyer is or will become a party have not resulted and will not subject, (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in either party the right to accelerate, terminate, modify, or violation of cancel, or require any provision of (i) Buyer’s organizational documentsnotice under any agreement, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenturelease, mortgagelicense, loan agreementinstrument, note, lease or other agreement, document arrangement to which Buyer is a party or instrument by which Buyer may be a party, by which Buyer may be he is bound or to which any of the his assets of Buyer is subject, or (iii) result in the imposition or creation of a lien upon or with respect to the Shares. (ic) The Operative Documents Shares will be acquired for investment for Buyer's own account, not as a nominee or agent, and not with a view to which the resale or distribution of any part thereof, and Buyer is a party (A) have been duly and validly authorizedhas no present intention of selling, executed and delivered by Buyer and (B) are granting any participation in, or otherwise distributing the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective termssame, except that in compliance with applicable federal and state securities laws. Buyer does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such enforceability may be limited by bankruptcy, insolvency, or other similar laws person with respect to any of general applicability affecting the enforcement of creditors’ rights generally and by a court’s discretion in relation to equitable remedies; and (ii) No notice to, registration with, consent or approval of or any other action by any relevant Governmental Authority or other Entity, other than those that have already been obtained, is or will be required for Buyer to execute, deliver, and perform its obligations under the Operative Documents to which Buyer is or will become a partyShares. (d) Without characterizing The Shares are not being registered under the Participation as a “security” within Securities Act on the meaning of ground that the sale provided for in this Agreement is exempt from registration under applicable state and federal securities laws, Buyer is not purchasing the Participation with a view towards the sale or distribution thereof in violation of the Securities Act; provided, however, that Buyer may resell the Participation if such resale is in compliance with Section 10. (e) Buyer (i) is a sophisticated Entity with respect has received all the information Buyer considers necessary or appropriate for deciding whether to purchase the purchase Shares; provided that the information provided by Slammer to Buyer does not contain any untrue statement of any material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligationscircumstances under which they are made, (ii) is able to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudentmisleading. (f) Except as otherwise provided Buyer is experienced in evaluating and investing in securities of companies similar to the Company, is represented by legal and/or investment advisory counsel with regard to this AgreementAgreement or has voluntarily elected to forego such counsel, Buyer can bear the economic risk of its investment in the Shares, and has not relied such knowledge and will not rely on Seller to furnish or make available any documents or other information regarding experience in financial and business matters that it is capable of evaluating the credit, affairs, financial condition or business merits and risks of Borrower or any Obligor, or any other matter concerning Borrower or any Obligoran investment in the Shares. (g) Xxxxx acknowledges that (i) Seller currently The Shares may havenot be sold, and later may come into possession oftransferred, information with respect to or otherwise disposed of without registration under the Transferred RightsSecurities Act or an exemption therefrom, and, in the absence of an effective registration statement covering the Shares or an available exemption from registration under the Securities Act, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known to Buyer and that may Shares must be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in this Agreementheld indefinitely. (h) At least one of The certificate(s) evidencing the following is true: (i) no interest in Shares will be endorsed with the Participation is being acquired by or on behalf of an entity that is, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption legend set forth in one or more PTEsbelow: "THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER. THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, such as PTE 84-14 SOLD, TRANSFERRED OR PLEDGED WITHOUT EITHER (a class exemption for certain transactions determined by independent qualified professional asset managers)1) REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE LAW, PTE 95-60 OR (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers2) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit PlansAN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION THAT THESE SHARES ARE EXEMPT FROM SUCH REGISTRATION." (i) Buyer acknowledges that, (i) it has received copies The provisions of (A) this SECTION 6 shall survive the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and (ii) without in any way limiting the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a partyClosing. 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.

Buyer’s Representations and Warranties. 5.1 Buyer represents and warrants to Seller as of the Agreement Date that: : (a) Buyer (i) it is a corporation duly organized and organized, validly existing and in good standing under the laws of its jurisdiction the State of organization or incorporationNew Jersey, USA; (iib) is in good standing under such laws and (iii) it has full all necessary corporate power and authority to executeexecute and deliver this Agreement, deliver the Xxxx of Sale/Assignment, the IP Assignment, the Receivable Assignment and perform the other agreements contemplated hereby and thereby to which it is a party (collectively, the “Buyer Transaction Documents”), to carry out its obligations underhereunder and thereunder and to consummate the transactions contemplated hereby and thereby; (c) no authorization or approval from any third party is required in connection with Buyer’s execution, delivery or performance of this Agreement or the Operative other Buyer Transaction Documents to which it is or will become a party. (b) Buyer’s execution, delivery, and performance of the Operative Documents to which it is or will become a party have not resulted and will not result in a breach or violation of any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject. (i) The Operative Documents to which Buyer is a party (A) have been duly and validly authorized, executed and delivered by Buyer ; and (Bd) are the this Agreement constitutes its legal, valid and binding obligations of Buyerobligation, enforceable against Buyer it in accordance with their respective its terms, except that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general applicability affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a court’s discretion proceeding at law or in relation equity). Buyer further represents and warrants to equitable remedies; and (ii) No notice toSeller that the execution, registration with, consent or approval delivery and performance by it of or any this Agreement and the other action by any relevant Governmental Authority or other Entity, other than those that have already been obtained, is or will be required for Buyer to execute, deliver, and perform its obligations under the Operative Transaction Documents to which Buyer it is or will become a party. (d) Without characterizing , and the Participation as a “security” within the meaning of applicable securities laws, Buyer is not purchasing the Participation with a view towards the sale or distribution thereof in violation consummation by it of the Securities Act; providedtransactions contemplated hereby and thereby, however, that Buyer may resell the Participation if such resale is in compliance with Section 10. (e) Buyer does not and will not (i) is a sophisticated Entity with respect to the purchase violate any provision of the Participation and the agreement to reimburse Seller in respect its certificate of the Assumed Obligationsformation or corporation agreement, (ii) is able to bear the economic risk associated with the purchase conflict with, result in a breach of the Participation and the or constitute a default under any agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in this Agreement, Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition instrument to which it is a party or business of Borrower or any Obligor, or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that by which it is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in this Agreement. (h) At least one of the following is true: (i) no interest in the Participation is being acquired by or on behalf of an entity that is, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunderbound, or (iii) the funds being used by Buyer violate, result in a breach of or constitute a default under any judgment, order, injunction, decree, law, rule, regulation or other restriction of any court or governmental authority to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14which it is subject, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plans. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, except in each case as currently in effectcase, and (B) any other Credit Documents requested by where the violation, conflict, breach or default, would not have a material adverse effect on Buyer, and (ii) without in any way limiting ’s ability to consummate the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a partytransactions contemplated hereby. 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.

Buyer’s Representations and Warranties. 5.1 Each Buyer hereby represents and warrants to Seller as each of the Agreement Date Bondholders that: (a) Buyer (i) is The Buyers area [corporation], duly organized and incorporated, validly existing and in good standing under the laws of its jurisdiction of organization or incorporationMexico, (ii) is in good standing under such laws and (iii) has full the corporate power and authority to execute, execute and deliver this Agreement and perform its obligations under, the Operative Documents to which it is or will become a party. (b) Buyer’s hereunder. The execution, delivery, delivery and performance of the Operative Documents to which it is or will become a party have not resulted and will not result in a breach or violation of any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject. (i) The Operative Documents to which Buyer is a party (A) this Agreement have been duly authorized by all necessary action on the part of each Buyer and validly authorizedno other action on the part of either Buyer or its board of managers (or similar governing body) or stockholders is necessary to authorize its execution, delivery or performance of this Agreement. This Agreement has been duly executed and delivered by each Buyer and (B) are constitutes the legal, valid and binding obligations obligation of Buyereach of the Buyers, enforceable against Buyer each of the Buyers in accordance with their respective its terms, except that as such enforceability may be limited by the applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership or other similar laws of general applicability affecting the enforcement of creditors’ rights generally and by a court’s discretion general principles of equity (whether considered at law or in relation to equitable remedies; andequity); (iib) No notice toconsent, registration with, consent approval or approval authorization of or filing with any other action by any relevant Governmental Authority governmental or regulatory authority or other Entity, other than those that have already been obtained, person or entity is or will be required for Buyer to execute, deliver, and perform its obligations under on the Operative Documents to which Buyer is or will become a party. (d) Without characterizing the Participation as a “security” within the meaning of applicable securities laws, Buyer is not purchasing the Participation with a view towards the sale or distribution thereof in violation part of the Securities Act; provided, however, that Buyer may resell the Participation if such resale is in compliance with Section 10. (e) Buyer (i) is a sophisticated Entity with respect to the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (ii) is able to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in this Agreement, Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of Borrower or any Obligor, or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information Buyers in connection with the Transaction; provided, however, that Buyer Excluded Information shall not execution and does not affect delivery of this Agreement or the truth or accuracy consummation of Seller’s representations or warranties in this Agreement.the transactions contemplated hereby; (hc) At least one Neither the execution, delivery or performance of this Agreement by the Buyers nor the consummation of the following is true: transactions contemplated hereby will (i) no interest in the Participation is being acquired by or on behalf of an entity that is, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable conflict with respect to the purchase and holding of the Participation and the exercise of either Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning certificate of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, incorporation and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plans. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case bylaws as currently in effect, and or (ii) result in any breach or violation of or default under, or give rise to or accelerate any rights of any party under (A) any applicable statute, regulation, judgment, order or decree of any governmental or regulatory authority or (B) any material contract, instrument or other Credit Documents requested agreement to which each Buyer is party or by Buyerwhich each Buyer or any of its assets or properties is bound or subject; and, (d) There are no actions or proceedings pending or, and (ii) without in any way limiting the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency knowledge of the Credit DocumentsCompany, other than threatened, against the Company that would reasonably be expected to result in the issuance of an order restraining, enjoining or otherwise prohibiting or making illegal the consummation of any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a party. 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in transactions contemplated by this Agreement.

Buyer’s Representations and Warranties. 5.1 Buyer hereby represents and warrants to Seller as of the Agreement Date thatfollows: (a) Each of the parties comprising Buyer (i) is a corporation duly organized organized, legally existing and validly existing in good standing under the laws of its the jurisdiction of organization its formation. Each of the parties comprising Buyer is duly qualified or incorporationlicensed to do business as a foreign corporation in each jurisdiction in which the conduct of its business requires such qualification or licensing, (ii) is except jurisdictions in good standing under such laws and (iii) has full power and authority which the failure to executebe so qualified or licensed would not, deliver and perform its obligations underindividually or in the aggregate, the Operative Documents to which it is or will become result in a partyMaterial Adverse Change. (b) Buyer’s Each of the parties comprising Buyer has full corporate power and corporate authority to execute, deliver, and perform this Agreement and each other agreement, instrument, or document executed or to be executed by it in connection with the transactions contemplated hereby to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery, and performance by each of the Operative Documents parties comprising Buyer of this Agreement and each other agreement, instrument, or document executed or to be executed by it in connection with the transactions contemplated hereby to which it is or will become a party have not resulted and will not result in a breach or violation of any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, and the consummation by which Buyer may be bound or to which any it of the assets transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of Buyer is subjectsuch party. (ic) The Operative Documents to which Buyer is a party (A) have This Agreement has been duly and validly authorized, executed and delivered by each of the parties comprising Buyer and (B) are constitutes, and each other agreement, instrument, or document executed or to be executed by it in connection with the legaltransactions contemplated hereby to which it is a party has been, or when executed will be, duly executed and delivered by it and constitutes, or when executed and delivered will constitute, a valid and legally binding obligations obligation of Buyersuch party, enforceable against Buyer it in accordance with their respective terms, except that such enforceability may be limited by (i) applicable bankruptcy, insolvency, or other reorganization, moratorium, and similar laws of general applicability affecting the enforcement of creditors’ ' rights generally and by a court’s discretion in relation to equitable remedies; and (ii) No notice to, registration with, consent or approval equitable principles which may limit the availability of or any other action by any relevant Governmental Authority or other Entity, other than those that have already been obtained, is or will be required for Buyer to execute, deliver, and perform its obligations under the Operative Documents to which Buyer is or will become a partycertain equitable remedies (such as specific performance) in certain instances. (d) Without characterizing The execution, delivery, and performance by each of the Participation as parties comprising Buyer of this Agreement and each other agreement, instrument, or document executed or to be executed by it in connection with the transactions contemplated hereby to which it is a “security” within party and the meaning consummation by it of applicable securities laws, Buyer is the transactions contemplated hereby and thereby do not purchasing the Participation and will not (i) conflict with or result in a view towards the sale or distribution thereof in violation of any provision of the Securities Act; providedcharter or bylaws or other governing instruments of such party, however(ii) conflict with or result in a violation of any provision of, that Buyer or constitute (with or without the giving of notice or the passage of time or both) a default under, or give rise (with or without the giving of notice or the passage of time or both) to any right of termination, cancellation, or acceleration under, any bond, debenture, note, mortgage, indenture, lease, contract, agreement, or other instrument or obligation to which it is a party or by which it or any of its properties may resell be bound, (iii) result in the Participation if creation or imposition of any lien or other encumbrance upon the properties of such resale is in compliance with Section 10party, or (iv) violate any applicable law, rule or regulation binding upon such party. (e) Buyer (i) No consent, approval, order, or authorization of, or declaration, filing, or registration with, any court or governmental agency or of any third party is a sophisticated Entity with respect required to the purchase be obtained or made by either of the Participation and the agreement to reimburse Seller parties comprising Buyer in respect of the Assumed Obligations, (ii) is able to bear the economic risk associated connection with the purchase execution, delivery, or performance by Buyer of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Sellereach other agreement, and based on such information as Buyer has deemed appropriateinstrument, made its own analysis and decision or document executed or to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities be executed by it in this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information connection with the transactions contemplated hereby to which it is a party or opinion on whether the purchase consummation by it of the Participation transactions contemplated hereby and thereby, other than compliance with any applicable requirements of the Securities Act and any applicable state securities laws or the agreement to reimburse Seller in respect approval (if any) of the Assumed Obligations is prudentVancouver Stock Exchange. (f) Except as otherwise provided in this AgreementThere are no pending suits, Buyer has not relied and will not rely on Seller to furnish or make available any documents actions, or other information regarding the credit, affairs, financial condition or business of Borrower or any Obligor, or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller proceedings in respect which either of the Assumed Obligations (“parties comprising Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not is a party which affect the truth or accuracy execution and delivery of Seller’s representations or warranties in this Agreement. (h) At least one of the following is true: (i) no interest in the Participation is being acquired by or on behalf of an entity that is, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plans. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and (ii) without in any way limiting the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a party. 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale consummation of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreementtransactions contemplated hereby.

Buyer’s Representations and Warranties. 5.1 Buyer hereby represents and warrants to Seller Seller, which representations and warranties shall be true and correct as of the Agreement Date thatdate hereof and as of the Closing: (a) Buyer (i) is a limited liability company duly organized and validly existing under the laws of its jurisdiction the State of organization or incorporation, Delaware; (b) The execution of this Agreement and the consummation of all transactions contemplated hereunder: (i) are within the powers of Buyer; (ii) is in good standing under such laws have been duly authorized by appropriate action; and (iii) has full power and authority to execute, deliver and perform its obligations under, the Operative Documents to which it is or will become a party. (b) Buyer’s execution, delivery, and performance of the Operative Documents to which it is or will become a party have not resulted and will not conflict with, result in a any breach or violation of any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets provisions of, or constitute a default (or an event which upon the giving of Buyer is subject. (iany required notice or lapse of time would constitute a default) The Operative Documents under Buyer's organizational documents or the provisions of any agreement, court or administrative order, consent decree, or other instrument to which Buyer is a party party; (Ac) have This Agreement has been duly and validly authorized, executed and delivered by Buyer Buyer, and (B) are is the legal, valid and binding obligations obligation of Buyer, enforceable against Buyer in accordance with their respective its terms, except that such enforceability as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general applicability affecting the enforcement rights of creditors’ rights creditors generally and by equitable principles (whether or not such enforceability is considered in a court’s discretion proceeding at law or in relation to equitable remediesequity); and (ii) No notice to, registration with, consent or approval of or any other action by any relevant Governmental Authority or other Entity, other than those that have already been obtained, is or will be required for Buyer to execute, deliver, and perform its obligations under the Operative Documents to which Buyer is or will become a party. (d) Without characterizing the Participation as a “security” within the meaning of applicable securities lawsThere are not (and, Buyer is not purchasing the Participation with a view towards the sale or distribution thereof in violation of the Securities Act; provided, however, that Buyer may resell the Participation if such resale is in compliance with Section 10. (e) Buyer (i) is a sophisticated Entity with respect to the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (ii) is able to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of event Buyer assigns its rights and assumption of liabilities of the type contemplated hereunder as provided for in this Agreement and (v) has independently and without reliance upon Sellerto any entity, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in this Agreement, Buyer has not relied and there will not rely on Seller to furnish or make available be against such assignee), any documents or other information regarding the creditactions, affairs, financial condition or business of Borrower or any Obligorsuits, or any other matter concerning Borrower proceedings, pending or any Obligor. threatened, against Buyer (gor such assignee) Xxxxx acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in this Agreement. (h) At least one of the following is true: (i) no interest in the Participation is being acquired by or on behalf of an entity that is, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plans. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and (ii) without in any way limiting court or before any administrative agency which would prevent Buyer (or such assignee) from completing the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a partytransactions provided for herein. 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.

Buyer’s Representations and Warranties. 5.1 Buyer represents and warrants to Seller as of the Agreement Date that: : (a) Buyer (i) it is a corporation duly organized and organized, validly existing and in good standing under the laws of its jurisdiction the State of organization or incorporationNew Jersey, USA; (iib) is in good standing under such laws and (iii) it has full all necessary corporate power and authority to executeexecute and deliver this Agreement, deliver the Xxxx of Sale/Assignment and perform the other agreements contemplated hereby and thereby to which it is a party (collectively, the “Buyer Transaction Documents”), to carry out its obligations underhereunder and thereunder and to consummate the transactions contemplated hereby and thereby; (c) no authorization or approval from any third party is required in connection with Buyer’s execution, delivery or performance of this Agreement or the Operative other Buyer Transaction Documents to which it is or will become a party. (b) Buyer’s execution, delivery, and performance of the Operative Documents to which it is or will become a party have not resulted and will not result in a breach or violation of any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject. (i) The Operative Documents to which Buyer is a party (A) have been duly and validly authorized, executed and delivered by Buyer ; and (Bd) are the this Agreement constitutes its legal, valid and binding obligations of Buyerobligation, enforceable against Buyer it in accordance with their respective its terms, except that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general applicability affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a court’s discretion proceeding at law or in relation equity). Buyer further represents and warrants to equitable remedies; and (ii) No notice toSeller that the execution, registration with, consent or approval delivery and performance by it of or any this Agreement and the other action by any relevant Governmental Authority or other Entity, other than those that have already been obtained, is or will be required for Buyer to execute, deliver, and perform its obligations under the Operative Transaction Documents to which Buyer it is or will become a party. (d) Without characterizing , and the Participation as a “security” within the meaning of applicable securities laws, Buyer is not purchasing the Participation with a view towards the sale or distribution thereof in violation consummation by it of the Securities Act; providedtransactions contemplated hereby and thereby, however, that Buyer may resell the Participation if such resale is in compliance with Section 10. (e) Buyer does not and will not (i) is a sophisticated Entity with respect to the purchase violate any provision of the Participation and the agreement to reimburse Seller in respect its certificate of the Assumed Obligationsformation or corporation agreement, (ii) is able to bear the economic risk associated with the purchase conflict with, result in a breach of the Participation and the or constitute a default under any agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in this Agreement, Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition instrument to which it is a party or business of Borrower or any Obligor, or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that by which it is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in this Agreement. (h) At least one of the following is true: (i) no interest in the Participation is being acquired by or on behalf of an entity that is, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunderbound, or (iii) the funds being used by Buyer violate, result in a breach of or constitute a default under any judgment, order, injunction, decree, law, rule, regulation or other restriction of any court or governmental authority to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14which it is subject, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plans. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, except in each case as currently in effectcase, and (B) any other Credit Documents requested by where the violation, conflict, breach or default, would not have a material adverse effect on Buyer, and (ii) without in any way limiting ’s ability to consummate the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a partytransactions contemplated hereby. 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.

Buyer’s Representations and Warranties. 5.1 Buyer represents and warrants to Seller (as of the Settlement Date and, where specifically indicated, the Agreement Date Date) that: (a) Buyer (i) is is, and was on the Agreement Date, duly organized and validly existing under the laws of its jurisdiction of organization or incorporation, (ii) is is, and was on the Agreement Date, in good standing under such laws and (iii) has has, and had on the Agreement Date, full power and authority to execute, deliver and perform its obligations under, the Operative Transaction Documents to which it is or will become a party. (b) Buyer’s execution, delivery, and performance of the Operative Transaction Documents to which it is or will become a party have not resulted resulted, did not result on the Agreement Date and will not result in a breach or violation of any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject. (iA) The Operative Transaction Documents to which Buyer is is, and was on the Agreement Date, a party (Ai) have been duly and validly authorized, executed and delivered by Buyer Bxxxx and (Bii) are the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except that such enforceability may be limited by bankruptcy, insolvency, or other similar laws of general applicability affecting the enforcement of creditors’ rights generally and by a court’s discretion in relation to equitable remedies; and (iiB) No Other than the Participation Required Consents or, in connection with an Elevation, the Elevation Required Consents, no notice to, registration with, consent or approval of or any other action by any relevant Governmental Authority or other EntityEntity is, other than those that have already been obtained, is or will be or was on the Agreement Date required for Buyer to execute, deliver, and perform its obligations under the Operative Transaction Documents to which Buyer is or will become a party. (d) Without characterizing the Participation as a “security” within the meaning of applicable securities laws, Buyer is not purchasing the Participation with a view towards the sale or distribution thereof in violation of the Securities Act; provided, however, that Buyer may resell the Participation if such resale is in compliance with Section 10. (e) Buyer (i) is a sophisticated Entity with respect to the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (ii) is able to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx Buyer has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx Bxxxx acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in this Agreement, Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of Borrower or any Obligor, or any other matter concerning Borrower or any Obligor. (g) Xxxxx Buyer acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of the Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Buyer Excluded Information in connection with the Transaction; provided, however, that the Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in this Agreement. (h) At least one of the following is true: (i) no interest in the Participation is being acquired by or on behalf of an entity that is, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager Manager made the investment decision on behalf of the Buyer to purchase the Participation from the Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of the Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plans. (i) Buyer acknowledges that, (i) if applicable, it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and (ii) without in any way limiting the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a party. (j) Without characterizing the Participation as a security, Buyer is an “accredited investor” as defined in Rule 501 under the Securities Act. 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx Bxxxx and XxxxxBxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.

Buyer’s Representations and Warranties. 5.1 Buyer represents and warrants to Seller the following as of the Agreement Effective Date thatand as of the Closing Date as though made on and as of each such date: (a) a. Buyer (i) is a limited partnership duly organized organized, validly existing, and validly existing under the laws of its jurisdiction of organization or incorporation, (ii) is in good standing under such laws the Laws of its state of formation and (iii) has full the partnership power and authority to execute, deliver enter into and perform its obligations under, to carry out the Operative Documents to which it is or will become a party. (b) Buyer’s execution, delivery, terms and performance conditions of the Operative Documents to which it is or will become a party have not resulted this Agreement and will not result in a breach or violation of any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or each other agreement, document document, instrument or instrument certificate contemplated by which Buyer may be a party, by which Buyer may be bound this Agreement or to which any be executed by Buyer in connection with the consummation of the assets of transactions contemplated by this Agreement (all such other agreements, documents, instruments and certificates required to be executed by Buyer is subject. (ibeing hereinafter referred to, collectively, as the “Buyer Documents”) The Operative and to perform fully its obligations hereunder and thereunder. This Agreement has been, and the Buyer Documents to which Buyer is a party (A) have been will be at or before the Closing, duly and validly authorized, executed and delivered by Buyer and, assuming the due authorization, execution and (B) are delivery by Seller, this Agreement constitutes, and the Buyer Documents when so executed and delivered will constitute, legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with according to their respective terms, except that such enforceability may be except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar laws of general applicability application relating to or affecting the enforcement of creditors’ rights generally generally, and by a court’s discretion in relation to equitable remedies; and (ii) No notice toas limited by Laws relating to the availability of specific performance, registration injunctive relief, or other equitable remedies. None of the execution and delivery by Buyer of this Agreement and the Buyer Documents, or the consummation of the transactions contemplated hereby or thereby, or compliance by Buyer with any of the provisions hereof or thereof, will (x) conflict with, consent violate, result in the breach or approval of termination of, or constitute a default under, any other action by any relevant Governmental Authority or other Entity, other than those that have already been obtained, is or will be required for Buyer to execute, deliver, and perform its obligations under the Operative Documents agreement to which Buyer is a party or will become by which Buyer is bound or subject or (y) constitute a partyviolation of any Law applicable to Buyer. (d) Without characterizing the Participation as a “security” within the meaning of applicable securities lawsb. No consent, Buyer is not purchasing the Participation with a view towards the sale waiver, approval, order, permit or distribution thereof in violation of the Securities Act; provided, however, that Buyer may resell the Participation if such resale is in compliance with Section 10. (e) Buyer (i) is a sophisticated Entity with respect to the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (ii) is able to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in this Agreement, Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of Borrower or any Obligorauthorization of, or declaration or filing with, or notification to, any other matter concerning Borrower person or any Obligor. (g) Xxxxx acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to governmental body is required on the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge part of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transaction; providedexecution and delivery of this Agreement or the Buyer Documents or the compliance by Buyer with any of the provisions hereof or thereof. c. There is no legal proceeding pending or, howeverto the knowledge of Buyer, threatened against the Buyer that seeks to enjoin or obtain damages in respect of d. Buyer represents and warrants that Buyer Excluded Information shall has not and does not affect acted in a manner that could cause Seller to incur liability to any person for brokerage commissions, finder’s fees or other remuneration in connection with the truth or accuracy of Seller’s representations or warranties in this Agreement. (h) At least one sale of the following is true: (i) no interest in Property the Participation is being acquired by or on behalf of an entity that is, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, other than the payments by Seller contemplated by Section 6.4 hereof. e. Buyer and Buyer’s Affiliates have the net worth, financial standing, access to required liquidity and the purchase of necessary borrowing capacity to complete the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified transactions contemplated by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plans. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and (ii) without in any way limiting the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a party. 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.

Buyer’s Representations and Warranties. 5.1 Buyer hereby represents and warrants to Seller as of the Agreement Date thatfollows: (ai) Buyer (i) is a Florida not for profit corporation duly organized and organized, validly existing and in good standing under the laws of its jurisdiction the State of organization or incorporation, (ii) is in good standing under such laws Florida and (iii) has full the power and authority to execute, deliver carry on its business as now being conducted and perform its obligations under, to own and operate the Operative Documents to which it is or will become a partyproperties and assets now owned and being operated by it. (bii) Buyer’s Buyer has the requisite legal power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution, delivery, delivery and performance of the Operative Documents this Agreement and any other agreements and documents to which it is or will become a party have not resulted and will not result in a breach or violation of any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject. (i) The Operative Documents to which Buyer is a party (A) have been duly and validly authorized, executed and delivered by Buyer pursuant to the provisions of this Agreement have been duly authorized by all necessary action on the part of Buyer. This Agreement has been duly executed and (B) are the delivered on behalf of Buyer and is a legal, valid valid, and binding obligations obligation of Buyer, Buyer enforceable against Buyer it in accordance with their respective its terms, except that such as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws of general applicability or equitable principles relating to or affecting the enforcement of creditors’ rights generally and rights. (iii) Neither the execution, delivery or performance of this Agreement by a court’s discretion Buyer nor the consummation of any of the transactions provided for in relation to equitable remediesthis Agreement will (i) violate or conflict with any provision of the Articles of Incorporation or the Bylaws of Buyer; and (ii) No notice to, registration with, consent or approval result in any breach of or default by Buyer under any other action by provision of any relevant Governmental Authority material contract or other Entity, other than those that have already been obtained, is or will be required for Buyer to execute, deliver, and perform its obligations under the Operative Documents agreement of any kind to which Buyer is a party or will become a partyby which Buyer is bound or to which the properties or assets of Buyer is subject; or (iii) is prohibited by, or requires Buyer to obtain or make any consent, authorization, approval, registration or filing under, any statute, law, ordinance, regulation, rule, judgment, decree or order of any court or governmental agency, board, bureau, body, department or authority. (div) Without characterizing There are no actions, suits, proceedings or investigations, either at law or in equity, or before any commission or other administrative authority in any United States or foreign jurisdiction, of any kind now pending or, to Buyer’s knowledge, threatened or proposed in any manner, or any circumstances which should or could reasonably form the Participation as a “security” within the meaning basis of applicable securities lawsany such action, suit, proceeding or investigation, involving Buyer is not purchasing the Participation with a view towards the sale or distribution thereof in violation any of the Securities Act; provided, however, that Buyer may resell the Participation if such resale is in compliance with Section 10. (e) Buyer its respective properties or assets that: (i) is a sophisticated Entity with respect to questions the purchase validity of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, this Agreement; or (ii) is able seeks to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller delay, prohibit or restrict in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as any manner any action taken or contemplated to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as taken by Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in this Agreement, Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of Borrower or any Obligor, or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in this Agreement. (hv) At least Buyer represents and warrants to the Seller that it will construct the Development generally as described in Buyer’s Redevelopment Plan and will commence work on the Development within ninety (90) days after Closing. (vi) Within one hundred twenty (120) days after the Effective Date, Buyer will submit a complete and competent Application to the City of Orlando, in its regulatory authority, for any and all land use modifications required to construct the following is true: (i) no interest in Development including any future land use amendments, rezoning, master planning, platting and other approvals. If Buyer fails to submit the Participation is being acquired by or on behalf of an entity that is, or at any time while Application within the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEsrequired time, such as PTE 84-14 (failure will be a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), default under this Agreement and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect entitle Seller to the purchase terminate this Agreement in its sole and holding of the Participation and the exercise of Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfiedabsolute discretion. In addition, less than 25%, in Buyer will make application with any and all other governmental entities to obtain any and all permits or approvals needed to construct the aggregate (computed in accordance Development and will pursue the Application and all other governmental approvals to completion with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Planscommercially reasonable diligence. (ivii) Within one hundred twenty (120) days after the Effective Date, Buyer acknowledges thatwill submit a complete and competent application to the City of Orlando, (i) it has received copies of (A) in its regulatory authority, for certification as an Affordable Housing provider. If Buyer fails to submit the Credit application for certification as an Affordable Housing provider within the required time, such failure will be a default under this Agreement and entitle Seller to terminate this Agreement in its sole and absolute discretion. (viii) No later than one hundred fifty (150) days after the Effective Date Buyer must provide City with a copy of all intercreditor proposed trust agreements, subordination agreements99-year leases and other agreements Buyer intends to use for the establishment and functioning of the CLT for the Development (collectively, waivers the “CLT Instruments”) for City’s review and amendments executed in connection therewith, in each case as currently in effectapproval. City’s obligation to close is conditioned upon its receipt and written approval of the CLT Instruments, and (B) any other Credit Documents requested by Buyer, and (ii) without in any way limiting the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect to CLT’s Instruments must reflecting the accuracy or sufficiency of program for the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a party. 5.2 Except Development as expressly stated described in this Agreement and provide for the Assignmentperpetual ownership of the Property by Buyer in trust for the community. City will review the CLT Instruments within thirty (30) days after receipt, and City’s approval of the CLT Instruments will not be unreasonably withheld. (ix) All of Buyer’s designers and contractors will comply with all applicable City codes, laws, zoning, rules and regulations, as well as any other applicable government and regulator entities and agencies. Development of the proposed project contemplated by this Agreement must be consistent with the codes and ordinances of the City of Orlando, the State of Florida, and all other applicable regulatory agencies. All other applicable state or federal permits must be obtained by Buyer before commencing development. (x) Buyer shall meet or exceed the City's diversity goals for the Development to help xxxxxx the growth of MWBE City-certified businesses and to maximize participation by the community in the Development. Buyer has selected CTG Development Company (“CTG”), a minority-owned business certified with Orange County and the Greater Orlando Aviation Authority, as the Prime contractor for the Development. CTG has 30 years of experience handling multifamily and mixed use development projects and will apply for minority-owned certification from Seller. CTG will exceed the City’s target of participation by minority-owned companies (“MBE’s”) of 18% of the monetary value of the project. CTG presently has a diverse workforce (100% minority; 37% women, 63% men) and Buyer and CTG will work with the Seller to identify minority and women owned businesses to participate as subcontractors. If additional staff is required to construct the Development, Buyer makes and CTG will ensure minority groups and women are considered and included in the selection process and will provide on the job training where appropriate. Buyer will also work with job placement organizations such as WorkForce Central Florida to recruit local residents for positions on the project and will have an on-site office for accepting applications. Buyer will work with neighborhood organizations such as West Lakes Partnership to conduct a series of community meetings to explain the project, to seek input on design and encourage residents seeking housing and employment to contact Buyer. A written record of these outreach efforts shall be kept and available upon request by the City. Further, no representations or warrantieslater than the end of the Due Diligence Period, express or impliedBuyer will create, with respect and provide to Seller, a plan to provide a roadmap to companies and the Transaction.local workforce in Central Florida that identifies opportunities and maximizes participation in the Development (“Community Action Plan”), including: 5.3 Buyer acknowledges that (a) Seller’s sale of Business opportunities for MWBE City-certified companies to gain valuable "big project" experience, receive valuable mentoring from larger more experienced companies and forge new business relationships in the Participation industry in order to Xxxxx and Xxxxx’s agreement continue to reimburse Seller in respect of the Assumed Obligations are irrevocable and grow their companies. (b) Employment opportunities for the local workforce, including both skilled and unskilled labor, giving employees an opportunity to gain valuable work skills, receive on-the-job training and develop a strong resume to advance their careers. (viii) Buyer shall have no recourse not sell or convey the Property, or any interest therein, until a Certificate of Occupancy has been issued by the City in accordance with its governmental functions, for the completed Development. (xi) To facilitate the construction and completion of the Development, Buyer designates Xxxxxxx Xxxxxxxx, Executive Director (“Buyer’s Contact”) (who can be reached at 000.000.0000 (phone) and Xxxxxxx@XxxxxxxxXxxxxxXXX.xxx (email)) as a point of contact for Seller to Seller, except for (i) Sellercommunicate with regarding any issue involving the Development. Buyer’s breaches of Contact shall be available to Seller during normal business hours and shall promptly respond to Seller regarding inquiries involving the Development. Buyer shall provide Seller written notice in accordance with Section 13 should Buyer elect to change the person serving as its representations, warranties or covenants and (ii) SellerBuyer’s indemnities, in each case as expressly stated in this AgreementContact.

Buyer’s Representations and Warranties. 5.1 Buyer represents and warrants to Seller as follows, which representations and warranties shall be true and correct as of the Agreement Date thatdate hereof and as of the Closing Date, and which shall not survive the Closing and conveyance of title: (a) Buyer (i) is duly organized and a Texas joint venture validly existing under the laws of its jurisdiction the State of organization or incorporationTexas; (b) Buyer is duly organized, (ii) is in good standing under such laws and (iii) authorized to do business in Texas, and has full the power and authority to execute, deliver and perform carry out its obligations under, the Operative Documents to which it is or will become a partyunder this Agreement. (bc) Buyer’s This Agreement is a valid and legally binding obligation of Buyer in accordance with its terms. (d) The execution, delivery, delivery and performance by Buyer of the Operative Documents this Agreement do not and will not violate any provision of law, of any order, judgment or decree of any court or other governmental authority, or of any agreement or other instrument to which it Buyer is or will become a party have not resulted or by which Buyer is bound, and will not result in a breach of or violation constitute a default under any agreement or other instrument which could result in the creation or imposition of any provision of (i) Buyer’s organizational documentslien, (ii) any statute, law, writ, order, rule charge or regulation encumbrance of any Governmental Authority applicable to Buyerkind upon the Property. (e) No actions, (iii) any judgmentsuits, injunctioninvestigations, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contractlitigation, indenturebankruptcy, mortgage, loan agreement, note, lease reorganization or other agreementproceedings are pending at law or in equity or before any federal, document state, territorial, municipal or instrument other government department, commission, board, bureau, agency, courts or instrumentality, or to its knowledge, are threatened against or affecting Buyer which would prohibit Buyer from purchasing the Property. (f) The execution, delivery and performance of the Agreement, and any and all documents to be executed by or received by it will not constitute a breach or default under any other agreement to which Buyer may be is a party, party or by which Buyer may be bound or to which any of the assets of Buyer is subject. (i) The Operative Documents to which Buyer is a party (A) have been duly and validly authorized, executed and delivered by Buyer and (B) are the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except that such enforceability may be limited by bankruptcy, insolvencyaffects, or other similar laws of general applicability affecting the enforcement of creditors’ rights generally and by a court’s discretion in relation to equitable remedies; and (ii) No notice to, registration with, consent or approval of or any other action by any relevant Governmental Authority or other Entity, other than those that have already been obtained, is or will be required for Buyer to execute, deliver, and perform its obligations under the Operative Documents to which Buyer is or will become a party. (d) Without characterizing the Participation as a “security” within the meaning of applicable securities laws, Buyer is not purchasing the Participation with a view towards the sale or distribution thereof in violation of any law or court order which may affect Buyer's ability to purchase the Securities Act; provided, however, that Buyer may resell the Participation if such resale is in compliance with Section 10. (e) Buyer (i) is a sophisticated Entity with respect to the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (ii) is able to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in this Agreement, Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of Borrower or any Obligor, or any other matter concerning Borrower or any ObligorProperty. (g) Xxxxx acknowledges Buyer is reasonably confident that (i) it will be able to obtain the third party financing it needs to consummate the purchase of the Property from Seller currently may have, and later may come into possession of, information with respect pursuant to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any terms of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in this Agreement. (h) At least one Buyer has delivered to Seller a copy of the following is true: (i) no interest in the Participation is being acquired by its joint venture or on behalf of an entity that is, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plans. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement partnership agreement and all intercreditor agreementsother documents that govern its organization, subordination agreements, waivers authority and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and (ii) without in any way limiting the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a partyoperation. 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.

Buyer’s Representations and Warranties. 5.1 Buyer represents and warrants to Seller that as of the date of this Agreement Date thatand as of the Closing Date: (a) 7.1 If Buyer is other than an individual, (i) Buyer is duly organized organized, validly existing, and validly existing in good standing under the laws of the state of its jurisdiction of organization or incorporation, formation and the state where the Property is located and (ii) is all persons or entities that directly, or indirectly, control the Buyer or will have a direct or indirect economic interest in good standing under such laws and (iii) the Property are listed on the organizational chart attached as Exhibit “I”; 7.2 Buyer has the full power and authority to execute, deliver and perform its obligations under, the Operative Documents to which it is or will become a party. (b) Buyer’s executionobligations under this Agreement; 7.3 This Agreement and all agreements, delivery, instruments and performance documents herein provided to be executed by Buyer are and as of the Operative Documents to which it is or Close of Escrow will become a party have not resulted and will not result in a breach or violation of any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject. (i) The Operative Documents to which Buyer is a party (A) have been duly and validly authorized, executed and delivered by and are and will be binding upon Buyer; 7.4 That at no time on or before the Closing Date, shall any of the following have occurred with respect to Buyer, and if Buyer and (B) are the legalis a partnership, valid and binding obligations to any general partners of Buyer: (i) the commencement of a case under Title 11 of the United States Code, enforceable against Buyer in accordance with their respective termsas now constituted or hereafter amended, except that such enforceability may be limited by bankruptcy, insolvency, or under any other applicable federal or state bankruptcy law or other similar laws law; (ii) the appointment of general applicability affecting a trustee or receiver of any property interest; (iii) an assignment for the enforcement benefit of creditors’ rights generally and by ; (iv) an attachment, execution or other judicial seizure of a court’s discretion in relation substantial property interest; (v) the taking of, failure to equitable remediestake, or submission to any action indicating an inability to meet its financial obligations as they accrue; or (vi) a dissolution or liquidation, death or incapacity; and (ii) No notice to, registration with, consent or approval of or any other action by any relevant Governmental Authority or other Entity, other than those that have already been obtained, is or will be required for Buyer to execute, deliver, and perform its obligations under the Operative Documents to which Buyer is or will become a party. (d) Without characterizing the Participation as a “security” within the meaning of applicable securities laws, 7.5 Buyer is not purchasing the Participation with a view towards the sale an Ineligible Purchaser. “Ineligible Purchaser” means any Person who is, or distribution thereof in violation of the Securities Act; providedwhose Affiliate is, however, that Buyer may resell the Participation if such resale is in compliance with Section 10. (e) Buyer (i) is a sophisticated Entity with respect to the purchase identified on any of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, Lists (ii) is able to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in this Agreement, Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of Borrower or any Obligor, or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”defined below), (ii) Buyer has determined to purchase a “Designated National” as defined in the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and Cuban Assets Control Regulations, 31 C.F.R. Part 515, (iii) Seller shall have no liability to Buyer a Person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation, any other similar Executive Order or any similar regulation, (iv) a Person who has been convicted of a felony involving moral turpitude in any state or federal court, (v) a Person who is then the subject of any investigation by any governmental authority or any class action litigation in which it is alleged that it or any of its Affiliates has engaged in “predatory” or other improper lending or servicing or other unethical or improper business conduct, (vi) the Agent or an Affiliate of the Agent, (vii) a Person who has at any time owned an interest in the Property, which interest was foreclosed upon, or who will finance all or any portion of the purchase price of the Property with funds (either debt or equity) directly or indirectly supplied by Xxxxxx Xxx, it being understood that the proceeds of loans originated by lenders intending to sell such loans to Xxxxxx Mae shall be deemed to be funds indirectly supplied by Xxxxxx Xxx, or (viii) a Person who will not continue to operate the Property as a multifamily residential property, including ancillary uses consistent with multifamily residential properties. Buyer Indemniteecovenants and agrees to use commercially reasonable efforts to ensure that neither Buyer, nor any of its respective officers, directors, shareholders, partners, members or associates, and no other direct or indirect holder of any equity interest in Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in this Agreement. (h) At least one of the following is truewill: (i) no interest in the Participation is being acquired by or on behalf of an entity that isconduct any business, or at engage in any time while transaction or dealing, with any person on the Participation is held thereby will be, one List; or more Benefit Plans, (ii) engage in or conspire to engage in any transaction that evades or avoids, or has the transaction exemption purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in one the Executive Order No. 13224 (September 23, 2001) or more PTEsother applicable laws. On request by Seller from time to time, Buyer further covenants and agrees promptly to deliver to Seller any such certification or other evidence as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time may be held by, Benefit Plans. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and (ii) without in any way limiting the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in its sole and absolute discretion, confirming that, to Buyer’s knowledge, no violation of this Section shall have occurred. Federal law requires Seller to ensure that it does not transact business with persons or entities on the Lists. In the event Seller learns that Buyer’s name appears on the Lists, Seller reserves the right to delay the Closing Date pending conclusion of Seller’s investigation into the matter. If Seller is advised and/or determines that Buyer is an Ineligible Person, Seller reserves the right to terminate this Agreement or the Credit Documents and/or to which Seller is a party. 5.2 Except as expressly stated in take all other actions necessary to comply with applicable laws. The provisions of this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale Section will survive closing and/or termination of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.

Buyer’s Representations and Warranties. 5.1 Buyer hereby represents and warrants to Seller as of the Agreement Date thatSellers that the following statements are true, correct and complete: (a) 5.1. Buyer (i) is a corporation duly organized organized, validly existing, and validly existing in good standing under the laws of its jurisdiction the State of organization or incorporation, (ii) is in good standing under such laws and (iii) Delaware. Buyer has full all requisite power and authority to executeexecute and deliver this Agreement and the Related Agreements and the documents contemplated hereby and to perform and comply with all of the terms, deliver covenants, and perform its obligations under, the Operative Documents conditions to which it is or will become a partybe performed and complied with by Buyer hereunder and thereunder. (b) Buyer’s 5.2. The execution, delivery, and performance of this Agreement and the Operative Documents to which it is or will become a party have not resulted Related Agreements by Buyer has been duly authorized by all necessary actions on the part of Buyer. This Agreement and will not result in a breach or violation of any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject. (i) The Operative Documents to which Buyer is a party (A) Related Agreements have been duly and validly authorized, executed and delivered by Buyer and (B) are constitutes the legal, valid valid, and binding obligations obligation of Buyer, enforceable against Buyer in accordance with their respective terms, its terms except that such as the enforceability of this Agreement and the Related Agreements may be limited affected by bankruptcy, insolvency, or other similar laws of general applicability affecting the enforcement of creditors’ rights generally and by a court’s judicial discretion in relation to the enforcement of equitable remedies. 5.3. Except as set forth on Schedule 5.3, the execution, delivery, and performance by Buyer of this Agreement, the Related Agreements and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any third party, other than the FCC; and (ii) No notice to, registration will not conflict with the articles of incorporation or bylaws (or similar organizational document) of Buyer; (iii) will not conflict with, consent result in a breach of, or approval constitute a default under, any law, judgment, order, ordinance, injunction, decree, rule, regulation, or ruling of any Governmental Authority; or (iv) will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the acceleration of any obligation required by the terms of, any agreement, instrument, license, or permit to which Buyer is a party or by which Buyer may be bound. 5.4. Neither Buyer nor any person acting on Buyer’s behalf has incurred any liability for any finders or brokers fees or commissions in connection with the transactions contemplated by this Agreement for which any Seller could become liable. 5.5. There is no Action pending, or, to Buyer’s knowledge, threatened which may adversely affect Buyer’s ability to perform in accordance with the terms of this Agreement (including, without limitation, performance under the Note), and Buyer is unaware of any facts which could reasonably result in any such proceeding. 5.6. Buyer is not subject to any judgment, award, order, writ, injunction, arbitration decision, decree or Governmental Order which would affect Buyer’s ability to perform its obligations hereunder and the other action by documents to be executed in connection herewith (including, without limitation, the Note), and there is no litigation or Action pending or, to Buyer’s knowledge, threatened against Buyer in any relevant federal, state or local court, or before any Governmental Authority or arbitrator or before any other Entitytribunal duly authorized to resolve disputes, other than those that have already been obtainedwhich seeks to enjoin or prohibit, is or will otherwise questions the validity of, any action taken or to be required for Buyer taken pursuant to execute, deliver, and or in connection with this Agreement or which would materially adversely affect Buyer’s ability to perform its obligations under the Operative Documents to which Buyer is or will become a party. (d) Without characterizing the Participation as a “security” within the meaning of applicable securities laws, Buyer is not purchasing the Participation with a view towards the sale or distribution thereof in violation of the Securities Act; provided, however, that Buyer may resell the Participation if such resale is in compliance with Section 10. (e) Buyer (i) is a sophisticated Entity with respect to the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (ii) is able to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in this Agreement, Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of Borrower or any Obligor, or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in this Agreement. (h) At least one of the following is true: (i) no interest in the Participation is being acquired by or on behalf of an entity that is, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plans. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and (ii) without in any way limiting the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a party. 5.2 Except as expressly stated in this Agreement and the Assignmentother documents to be executed in connection herewith (including, without limitation, the Note). 5.7. To Buyer’s knowledge, Buyer makes is legally, financially and otherwise qualified under the Communications Laws to be the licensee of, and to acquire, own and operate, the Stations, there are no representations facts that would, under the Communications Laws, disqualify Buyer as assignee of the Licenses or warrantiesas the operator of the Stations, express or implied, with respect and no waiver of any provision of the Communications Laws relating to the Transactionqualifications of Buyer is necessary for the FCC Consent to be obtained. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.

Buyer’s Representations and Warranties. 5.1 Effective as of the date hereof and again as of the Closing, Buyer represents and warrants to Seller as of and the Agreement Date Company that: (a) a. Buyer (i) and/or each Designee, as applicable, is duly organized formed, validly existing, and validly existing under the laws of its jurisdiction of organization or incorporation, (ii) is in good standing under such laws and (iii) the Laws of the jurisdiction of its incorporation or formation. b. Buyer and/or each Designee has full all requisite legal power and authority to execute, deliver and perform its obligations under, the Operative Documents to which it is or will become a party. (b) Buyer’s under this Agreement. The execution, delivery, delivery and performance of this Agreement and the Operative Documents to which it is transactions contemplated hereby or will become a party have not resulted and will not result in a breach or violation of any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject. (i) The Operative Documents to which Buyer is a party (A) thereby have been duly and validly authorizedauthorized by all requisite action on the part of Buyer and such Designee. c. This Agreement constitutes, executed and delivered upon execution and delivery by Buyer and (B) are the legaleach Designee will constitute, a valid and binding obligations agreement of Buyersuch party thereto, enforceable against Buyer in accordance with their respective its terms, except that such enforceability may be limited by subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, and other similar Laws of general application with respect to creditors and (ii) general principles of equity. d. Neither the execution and delivery of this Agreement by Buyer or any Designee nor the consummation of the transactions and performance of the terms and conditions contemplated hereby or thereby by any of them will (i) conflict with or result in any breach of any provision of the articles of incorporation, bylaws, certificate of formation, limited liability company agreement, partnership agreement (or other similar laws governing documents) of general applicability affecting the enforcement of creditors’ rights generally and by a court’s discretion in relation to equitable remediessuch party; and (ii) No notice to, registration conflict with, or be rendered void or ineffective by or under the terms, conditions or provisions of any agreement, instrument, or obligation to which such entity is a party; or (iii) violate or be rendered void or ineffective under any Law or Order applicable to any such entity. e. Buyer has obtained the consent or approval of any Person or Governmental Body, including the EOHHS, that is required in connection with Seller’s assignment and transfer of the Membership Interest to Buyer and Buyer’s execution and delivery of this Agreement. f. Buyer acknowledges that: i. the Membership Interest has not been and will not be registered under the Securities Act of 1933, as amended, (the “Securities Act”) or under any securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to any U.S. Person (as defined in Rule 902(k) of Regulation S), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state, provincial and foreign securities laws; ii. Seller has not undertaken, and will have no obligation, to register the Membership Interest under the 1933 Act or any other action by any relevant Governmental Authority or other Entity, other than those that have already been obtained, is or will be required for Buyer to execute, deliver, and perform its obligations under the Operative Documents to which Buyer is or will become a party. (d) Without characterizing the Participation as a “security” within the meaning of applicable securities laws, Buyer is not purchasing the Participation with a view towards the sale or distribution thereof in violation of the Securities Act; provided, however, that Buyer may resell the Participation if such resale is in compliance with Section 10.; (e) Buyer (i) is a sophisticated Entity with respect to the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (ii) is able to bear the economic risk iii. there are risks associated with the purchase of the Participation Membership Interest; iv. Buyer has had a reasonable opportunity to ask questions of, and receive answers from, Seller and the agreement to reimburse Seller Company in respect connection with the sale of the Assumed ObligationsMembership Interest hereunder, (iii) has adequate information concerning and to obtain additional information, to the business and financial condition of Borrower and Obligors extent possessed or obtainable without unreasonable effort or expense, necessary to make an informed decision regarding verify the purchase accuracy of the Participation and information about the agreement to reimburse Seller in respect Company; v. any resale of the Assumed ObligationsMembership Interest by Buyer will be subject to resale restrictions contained in the securities laws applicable to Buyer, (iv) the Company and any proposed transferee and it is the responsibility of Buyer to find out what those restrictions are and to comply with such restrictions before selling the Membership Interest; vi. Buyer has such knowledge been advised to consult Buyer’s own legal, tax and experienceother advisors with respect to the merits and risks of an investment in the Membership Interest and with respect to applicable resale restrictions, and has made investments it is solely responsible (and Seller is not in any way responsible) for compliance with applicable resale restrictions; vii. Buyer consents to the placement of a similar nature, so as legend or legends on any certificate or other document evidencing the Membership Interest setting forth or referring to be aware of the risks restrictions on transferability and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided sale thereof contained in this Agreement, Buyer has not relied and will not rely on Seller with such legend(s) to furnish or make available any documents or other information regarding the creditbe substantially as follows: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, affairs, financial condition or business of Borrower or any Obligor, or any other matter concerning Borrower or any Obligor. AS AMENDED (g) Xxxxx acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (THE “Buyer Excluded InformationSECURITIES ACT”), (ii) Buyer AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. viii. no securities commission or similar regulatory authority has determined to purchase reviewed or passed on the Participation and agree to reimburse Seller in respect merits of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability Membership Interest. g. No broker, finder or investment banker is entitled to Buyer any brokerage, finder’s or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller other fee or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information commission in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in transactions contemplated by this Agreement. (h) At least one of the following is true: (i) no interest in the Participation is being acquired Agreement based upon arrangements made by or on behalf of an entity that is, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plans. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and (ii) without in any way limiting the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a party. 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.

Buyer’s Representations and Warranties. 5.1 Buyer hereby represents and warrants warrants, as of the Effective Date and as of the Closing Date, to Seller as of the Agreement Date thatfollows: (a) Buyer (i) is duly organized and organized, validly existing and in good standing under the laws of the State of its jurisdiction formation, and as of organization or incorporation, the Closing will be qualified to do business in the State in which the Property is located. (iib) is in good standing under such laws and (iii) Buyer has full power and authority to execute, execute and deliver this Agreement and to perform its obligations under, the Operative Documents to which it is or will become a party. (b) Buyer’s execution, delivery, and performance all of the Operative Documents terms and conditions hereof to be performed by Buyer and to consummate the transactions contemplated hereby. This Agreement and all documents executed by Buyer which it is or will become a party have not resulted and will not result in a breach or violation of any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable are to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable be delivered to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject. (i) The Operative Documents to which Buyer is a party (A) Seller at Closing have been duly and validly authorized, executed and delivered by Buyer and (B) are or at the time of Closing will be the legal, valid and binding obligations obligation of Buyer, Buyer and enforceable against Buyer in accordance with its or their respective terms, except that such enforceability 941120.4 as the enforcement thereof may be limited by applicable Creditors’ Rights Laws. Buyer is not presently subject to any bankruptcy, insolvency, reorganization, moratorium, or other similar laws of general applicability affecting the enforcement of creditors’ rights generally and by a court’s discretion in relation to equitable remedies; andproceeding. (iic) No notice toThe entities and individuals executing this Agreement and the instruments referenced herein on behalf of Buyer and its constituent entities, registration withif any, consent or approval of or any other action by any relevant Governmental Authority or other Entityhave the legal power, other than those that have already been obtained, is or will be required for right and actual authority to bind Buyer to execute, deliver, the terms and perform its obligations under the Operative Documents to which Buyer is or will become a partyconditions hereof and thereof. (d) Without characterizing Neither the Participation as execution and delivery of this Agreement, nor the consummation of the transactions contemplated by this Agreement, nor the compliance with the terms and conditions hereof will violate or conflict, in any material respect, with any provision of Buyer’s organizational documents or to Buyer’s Actual Knowledge any statute, regulation or rule, or, to Buyer’s Actual Knowledge, any injunction, judgment, order, decree, ruling, charge or other restrictions of any government, governmental agency or court to which Buyer is subject, and which violation or conflict would have a “security” within the meaning of applicable securities laws, material adverse effect on Buyer. Buyer is not purchasing the Participation with a view towards the sale party to any contract or distribution thereof in violation subject to any other legal restriction that would prevent fulfillment by Buyer of all of the Securities Act; provided, however, that Buyer may resell the Participation if such resale is in terms and conditions of this Agreement or compliance with Section 10any of the obligations under it. (e) To Buyer’s Actual Knowledge all material consents required from any governmental authority or third party in connection with the execution and delivery of this Agreement by Buyer (i) is a sophisticated Entity with respect to or the purchase consummation by Buyer of the Participation transactions contemplated hereby have been made or obtained or shall have been made or obtained by the Closing Date. Complete and the agreement correct copies of all such consents shall be delivered to reimburse Seller in respect of the Assumed Obligations, (ii) is able to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in Buyer has made (or will make prior to the Closing Date) an independent investigation with regard to the Property, will have ascertained to its satisfaction the extent to which the Property complies with applicable zoning, building, environmental, health and safety and all other laws codes and regulations, and Buyer’s intended use thereof, including without limitation, review and/or approval of matters disclosed by Seller pursuant to this Agreement, Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of Borrower or any Obligor, or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges that (i) Seller currently may haveThere is no litigation pending or, and later may come into possession ofto Buyer’s Actual Knowledge, information with respect to the Transferred Rightsthreatened, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to against Buyer or any Buyer Indemnitee, basis therefor that might materially and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to detrimentally affect the nondisclosure ability of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in to perform its obligations under this Agreement. Buyer shall notify Seller promptly of any such litigation of which Buyer becomes aware. (h) At least one Buyer is not, nor is any person who owns a controlling interest in or otherwise controls Buyer, (a) listed on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the following is true: Treasury, and/or on any other similar list maintained by the OFAC pursuant to any authorizing statute, Executive Order or regulation (collectively, “OFAC Laws and Regulations”); or (b) a person either (i) no interest included within the term “designated national” as defined in the Participation is being acquired by or on behalf of an entity that isCuban Assets Control Regulations, 31 C.F.R. Part 515, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managersdesignated under Sections 1(a), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts1(b), PTE 90-1 1(c) or 1(d) of Executive Order No. 13224 (a class exemption for certain transactions involving insurance company pooled separate accountsBlocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), PTE 91- 38 66 Fed. Reg. 49079 (a class exemption for certain transactions involving bank collective investment funds)effective September 24, 2001, and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managerspublished September 25, 2001) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plans. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and (ii) without in any way limiting the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a party. 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.similarly designated 941120.4

Buyer’s Representations and Warranties. 5.1 Buyer represents and warrants to Seller as of the Agreement Date that: (a) Buyer (i) is duly organized and organized, validly existing and in good standing under the laws of the State of its jurisdiction formation, and as of organization or incorporation, the Closing will be qualified to do business in the State in which the Property is located. (iib) is in good standing under such laws and (iii) Buyer has full power and authority to execute, execute and deliver this Agreement and to perform its obligations under, the Operative Documents to which it is or will become a party. (b) Buyer’s execution, delivery, and performance all of the Operative Documents terms and conditions hereof to be performed by Buyer and to consummate the transactions contemplated hereby. This Agreement and all documents executed by Buyer which it is or will become a party have not resulted and will not result in a breach or violation of any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable are to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable be delivered to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject. (i) The Operative Documents to which Buyer is a party (A) Seller at Closing have been duly and validly authorized, executed and delivered by Buyer and (B) are or at the time of Closing will be the legal, valid and binding obligations obligation of Buyer, Buyer and enforceable against Buyer in accordance with its or their respective terms, except that such enforceability as the enforcement thereof may be limited by applicable Creditors’ Rights Laws. Buyer is not presently subject to any bankruptcy, insolvency, reorganization, moratorium, or other similar laws of general applicability affecting the enforcement of creditors’ rights generally and by a court’s discretion in relation to equitable remedies; andproceeding. (iic) No notice toThe entities and individuals executing this Agreement and the instruments referenced herein on behalf of Buyer and its constituent entities, registration withif any, consent or approval of or any other action by any relevant Governmental Authority or other Entityhave the legal power, other than those that have already been obtained, is or will be required for right and actual authority to bind Buyer to execute, deliver, the terms and perform its obligations under the Operative Documents to which Buyer is or will become a partyconditions hereof and thereof. (d) Without characterizing Neither the Participation as execution and delivery of this Agreement, nor the consummation of the transactions contemplated by this Agreement, nor the compliance with the terms and conditions hereof will violate or conflict, in any material respect, with any provision of Buyer’s organizational documents or to Buyer’s Actual Knowledge any statute, regulation or rule, or, to Buyer’s Actual Knowledge, any injunction, judgment, order, decree, ruling, charge or other restrictions of any government, governmental agency or court to which Buyer is subject, and which violation or conflict would have a “security” within the meaning of applicable securities laws, material adverse effect on Buyer. Buyer is not purchasing the Participation with a view towards the sale party to any contract or distribution thereof in violation subject to any other legal restriction that would prevent fulfillment by Buyer of all of the Securities Act; provided, however, that Buyer may resell the Participation if such resale is in terms and conditions of this Agreement or compliance with Section 10any of the obligations under it. (e) To Buyer’s Actual Knowledge all material consents required from any governmental authority or third party in connection with the execution and delivery of this Agreement by Buyer (i) is a sophisticated Entity with respect to or the purchase consummation by Buyer of the Participation transactions contemplated hereby have been made or obtained or shall have been made or obtained by the Closing Date. Complete and the agreement correct copies of all such consents shall be delivered to reimburse Seller in respect of the Assumed Obligations, (ii) is able to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in this Agreement, Buyer has not relied made (or will make prior to the Closing Date) an independent investigation with regard to the Property, will have ascertained to its satisfaction the extent to which the Property complies with applicable zoning, building, environmental, health and will not rely on Seller to furnish or make available any documents or safety and all other information regarding the credit, affairs, financial condition or business of Borrower or any Obligor, or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges that (i) Seller currently may havelaws codes and regulations, and later may come into possession ofBuyer’s intended use thereof, information with respect including without limitation, review and/or approval of matters disclosed by Seller pursuant to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in this Agreement. (h) At least one Buyer is not, nor is any person who owns a controlling interest in or otherwise controls Buyer, (a) listed on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the following is true: Treasury, and/or on any other similar list maintained by the OFAC pursuant to any authorizing statute, Executive Order or regulation (collectively, “OFAC Laws and Regulations”); or (b) a person either (i) no interest included within the term “designated national” as defined in the Participation is being acquired by or on behalf of an entity that isCuban Assets Control Regulations, 31 C.F.R. Part 515, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managersdesignated under Sections 1(a), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts1(b), PTE 90-1 1(c) or 1(d) of Executive Order No. 13224 (a class exemption for certain transactions involving insurance company pooled separate accountsBlocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), PTE 91- 38 66 Fed. Reg. 49079 (a class exemption for certain transactions involving bank collective investment funds)effective September 24, 2001, and PTE 96published September 25, 2001) or similarly designated under any related enabling legislation or any other similar Executive Orders (collectively, the “Executive Orders”). Neither Buyer nor any of its principals or affiliates is (x) a person or entity with which Seller is prohibited from dealing or otherwise engaging in any transaction by any Anti-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect Terrorism Law, or that commits, threatens or conspires to commit or supports “terrorism” as defined in the purchase and holding of the Participation and the exercise of Buyer’s rights hereunderExecutive Orders, or (iiiy) is directly or indirectly affiliated or associated with a person or entity listed in the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections preceding clause (b) through (g) of Part I of PTE 84-14, and to x). To the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, neither Buyer nor any of its principals or affiliates, nor any brokers or other agents acting in any capacity in connection with the requirements transactions contemplated herein (I) directly or indirectly deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Orders, (II) directly or indirectly engages in any transaction in violation of subsection any Laws relating to drug trafficking, money laundering or predicate crimes to money laundering or (aIII) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of Part I of PTE 84-14 are satisfied. In additionevading or avoiding, less than 25%or attempts to violate, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) any of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plans. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and (ii) without prohibitions set forth in any way limiting Anti-Terrorism Law. As used herein, “Anti-Terrorism Law” means the representations OFAC Laws and warranties of Seller contained in this AgreementRegulations, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a party. 5.2 Except as expressly stated in this Agreement Executive Orders and the AssignmentUniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Buyer makes no representations or warrantiesPub. L. No. 107-56, express or implied115 Stat. 272 (2001), with respect to the Transactionas amended. 12. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.

Buyer’s Representations and Warranties. 5.1 Buyer represents and warrants to Seller as of the Agreement date hereof, and the Closing Date that: (a) Each Buyer (i) is a limited liability company duly organized formed, validly existing, and validly existing in good standing under the laws of the State of Delaware, and is duly qualified to carry on its jurisdiction of organization or incorporation, business in those states where it is required to do so; (iib) is in good standing under such laws and (iii) Buyer has full all requisite power and authority to executecarry on its business as presently conducted, deliver to enter into this Agreement and the other documents and agreements contemplated hereby, and to perform its it obligations underunder this Agreement and the other documents and agreements contemplated hereby. The consummation of the transactions contemplated by this Agreement will not violate, the Operative Documents nor be in conflict with, any provision of Buyer's articles of incorporation, partnership agreement(s), by-laws or governing documents or any material agreement or instrument to which it is a party or will become a party.by which it is bound, or any judgment, decree, order, statute, rule, or regulation applicable to Buyer; (bc) Buyer’s the execution, delivery, delivery and performance of this Agreement and the Operative Documents to which it is or will become a party have not resulted and will not result in a breach or violation of any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject. (i) The Operative Documents to which Buyer is a party (A) transactions contemplated hereunder have been duly and validly authorizedauthorized by all requisite authorizing action, corporate, partnership or otherwise, on the part of Buyer; (d) this Agreement, and all documents and instruments required hereunder to be executed and delivered by Buyer and (B) are the Xxxxx at Closing, constitute legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except that such enforceability may be limited by bankruptcy, insolvency, or subject to applicable bankruptcy and other similar laws of general applicability affecting the enforcement of application with respect to creditors’ rights generally and by a court’s discretion in relation to equitable remedies; and (ii) No notice to, registration with, consent or approval of or any other action by any relevant Governmental Authority or other Entity, other than those that have already been obtained, is or will be required for Buyer to execute, deliver, and perform its obligations under the Operative Documents to which Buyer is or will become a party. (d) Without characterizing the Participation as a “security” within the meaning of applicable securities laws, Buyer is not purchasing the Participation with a view towards the sale or distribution thereof in violation of the Securities Act; provided, however, that Buyer may resell the Participation if such resale is in compliance with Section 10.; (e) Buyer (i) is a sophisticated Entity with respect there are no bankruptcy, reorganization or receivership proceedings pending, being contemplated by, or to the purchase actual knowledge of the Participation and the agreement to reimburse Seller Buyer threatened against Buyer; (f) Buyer has not incurred any obligation or liability, contingent or otherwise, for brokers' or finders' fees in respect of the Assumed Obligations, (ii) is able to bear the economic risk associated connection with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and the transaction provided herein; (vg) has independently Buyer is an experienced and without reliance upon Seller, knowledgeable investor and based on such information as Buyer has deemed appropriate, made its own analysis operator in the oil and decision gas business. Prior to enter entering into this Agreement, except that Xxxxx was advised by and has relied upon Seller’s express representationssolely on its own expertise and legal, warrantiestax, covenantsreservoir engineering, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in other professional counsel concerning this Agreement, Buyer has not relied the Assets and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of Borrower or any Obligor, or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transactionvalue thereof; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in this Agreement.and, (h) At least one of Buyer has the following is true: (i) no interest in the Participation is being acquired by or on behalf of an entity that is, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) financial resources to close the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plans. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and (ii) without in any way limiting the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller if third party financing is a party. 5.2 Except as expressly stated in this Agreement and the Assignmentrequirement for Buyer’s ability to close, Buyer makes no representations or warranties, express or implied, with respect to the Transactionhas obtained such financing. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.

Buyer’s Representations and Warranties. 5.1 Buyer represents and warrants to Seller as of the Agreement Date thatfollows: (a) Buyer (i) is duly organized organized, validly existing, and validly existing in good standing under the laws of its jurisdiction the State of organization or incorporation, (ii) is in good standing under such laws Arizona and (iii) has full power and authority to execute, deliver and perform its obligations under, the Operative Documents to which it is or will become a party. (b) Buyer’s execution, delivery, and performance of the Operative Documents to which it is or will become a party have not resulted and will not result in a breach or violation of any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject. (i) The Operative Documents to which Buyer is a party (A) have been duly and validly authorized, executed and delivered by Buyer and (B) are the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except that such enforceability may be limited by bankruptcy, insolvency, or other similar laws of general applicability affecting the enforcement of creditors’ rights generally and by a court’s discretion in relation to equitable remedies; and (ii) No notice to, registration with, consent or approval of or any other action by any relevant Governmental Authority or other Entity, other than those that have already been obtained, is or will be required for Buyer to execute, deliver, and perform its obligations under this Agreement and all instruments required to be delivered by Buyer hereunder. All requisite authorizing action has been taken by Buyer in connection with the Operative Documents execution and delivery of this Agreement and the consummation of this transaction. (b) The execution, delivery and performance of this Agreement by Buyer will not (a) violate or conflict with Buyer’s limited liability company power or authority, (b) to Buyer’s knowledge, constitute a violation of any law, regulation, order, writ, judgment, injunction, or decree applicable to Buyer, or (c) to Buyer’s knowledge, conflict with, or result in the breach of the provisions of, or constitute a default under, any material agreement, license, permit, or other instrument to which Buyer is a party or will become a partyis bound. (c) There is neither pending nor, to Buyer’s knowledge, threatened any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could enjoin or restrict Buyer’s right or ability to perform its obligations under this Agreement. (d) Without characterizing the Participation as a “security” within the meaning of applicable securities laws, Buyer is not purchasing the Participation with a view towards the sale or distribution thereof in violation of the Securities Act; provided, however, acknowledges that Buyer may resell has inspected the Participation if Property, is relying solely on such resale is in compliance with Section 10. (e) Buyer (i) is a sophisticated Entity inspection and that, except with respect to the purchase of the Participation warranties and the agreement to reimburse Seller in respect of the Assumed Obligations, (ii) is able to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in this Agreement, Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of Borrower or any Obligor, or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in this Agreement. (h) At least one of the following is true: (i) no interest in the Participation is being acquired by or on behalf of an entity that is, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption expressly set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plans. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and (ii) without in any way limiting the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a party. 5.2 Except as expressly stated in this Agreement and the AssignmentAgreement for Environmental Conditions, Buyer Seller makes no representations or warrantieswarranty, express or implied, with respect whether of suitability or fitness for a particular purpose, or quality as to the TransactionProperty, or any part thereof, or as to the condition or workmanship thereof, or the absence of any defects therein, whether latent or patent, it being understood that the Property is to be conveyed hereunder “AS-IS, WHERE-IS, WITH ALL FAULTS. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.”

Buyer’s Representations and Warranties. 5.1 In order to induce Seller to enter into this Agreement and to complete the transfer of the Property contemplated by this Agreement, Buyer represents and warrants to Seller that, as of the date of this Agreement Date thatand as of the date of Closing: (ai) Buyer (i) is has been duly organized and is validly existing under the laws in the State in which it is formed. Buyer has the power to enter into this Agreement, to perform its obligations under this Agreement and to complete the transfer of the Property contemplated by this Agreement. Buyer has taken all action necessary to authorize the execution and delivery of this Agreement, the performance by Buyer of its jurisdiction obligations under this Agreement and the completion of organization or incorporation, the transfer of the Property contemplated by this Agreement. (ii) is in good standing under such laws and (iii) This Agreement has full power and authority to execute, deliver and perform its obligations under, the Operative Documents to which it is or will become a party. (b) Buyer’s execution, delivery, and performance of the Operative Documents to which it is or will become a party have not resulted and will not result in a breach or violation of any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject. (i) The Operative Documents to which Buyer is a party (A) have been duly and validly authorized, executed and delivered by Buyer and (B) are the legalconstitutes a valid, valid binding and binding obligations enforceable obligation of Buyer, enforceable against Buyer in accordance with their respective terms, except that such enforceability may be limited by bankruptcy, insolvency, or subject to bankruptcy and other similar debtor relief laws and principles of general applicability affecting the enforcement of creditors’ rights generally and by a court’s discretion in relation to equitable remedies; andequity. (iiiii) No notice toThe execution and delivery of this Agreement by Buyer, registration with, consent or approval the performance by Buyer of or any other action by any relevant Governmental Authority or other Entity, other than those that have already been obtained, is or will be required for Buyer to execute, deliver, and perform its obligations under this Agreement and the Operative Documents completion of the transfer of the Property contemplated by this Agreement will not result in (1) a material breach of, or a default under, any contract, agreement, commitment or other document or instrument to which Buyer is party or will become by which Buyer is bound or (2) a partymaterial violation of any law, ordinance, regulation or rule of any governmental authority applicable to Buyer or any judgment, order or decree of any court or governmental authority that is binding on Buyer. (div) Without characterizing the Participation as a “security” within the meaning of applicable securities lawsExcept for consents, approvals, authorizations and filings already completed, Buyer is not purchasing the Participation with a view towards the sale required to obtain any consent, approval or distribution thereof in violation of the Securities Act; providedauthorization from, however, that Buyer may resell the Participation if such resale is in compliance with Section 10. (e) Buyer (i) is a sophisticated Entity with respect to the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (ii) is able to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors or to make an informed decision regarding any filing with, any person (including any governmental authority) in connection with, or as a condition to, the purchase execution and delivery of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in the performance by Buyer of its obligations under this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information Agreement or opinion on whether the purchase completion of the Participation or the agreement to reimburse Seller in respect transfer of the Assumed Obligations is prudent. (f) Except as otherwise provided in this Agreement, Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of Borrower or any Obligor, or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in Property contemplated by this Agreement. (hv) At least one Neither Buyer nor any of the following is true: its affiliates or constituents nor any brokers or other agents of same, have engaged in any dealings or transactions, directly or indirectly, (i) no interest with any Prohibited Person (defined below), including the making or receiving of any contribution of funds, goods or services to or for the benefit of any such Prohibited Person, (ii) in contravention of any U.S., international or other money laundering regulations or conventions, including, without limitation, the Participation is being acquired United States Bank Secrecy Act, the United States Money Laundering Control Act of 1986, the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, Trading with the Enemy Act (50 U.S.C. §1 et seq., as amended), or any foreign asset control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto, (iii) in contravention of Executive Order no. 13224 dated September 24, 2001 issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism), as may be amended or supplemented from time to time (“Anti-Terrorism Order”) or on behalf of an entity terrorists or terrorist organizations, including those persons or entities that isare included on any relevant lists maintained by the United Nations, or at any time while the Participation is held thereby will beNorth Atlantic Treaty Organization, one or more Benefit PlansOrganization of Economic Cooperation and Development, Financial Action Task Force, U.S. Office of Foreign Assets Control, U.S. Securities & Exchange Commission, U.S. Sugarhouse PSA (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managersMultifamily), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plans. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and (ii) without in any way limiting the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a party. 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.

Buyer’s Representations and Warranties. 5.1 Buyer represents and warrants to Seller that the statements contained in this Section 4 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date that:(as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 4). (a) Organization of Buyer (i) Buyer is a corporation duly organized and organized, validly existing and in good standing under the laws of its the jurisdiction of organization or its incorporation, . (iib) is in good standing under such laws and (iii) Authorization of Transaction Buyer has full power and authority (including full corporate power and authority) to execute, execute and deliver this Agreement and to perform its obligations under, the Operative Documents to which it is or will become a party. (b) Buyer’s execution, delivery, and performance of the Operative Documents to which it is or will become a party have not resulted and will not result in a breach or violation of any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject. (i) The Operative Documents to which Buyer is a party (A) have hereunder. This Agreement has been duly and validly authorized, executed and delivered by Buyer and (B) are constitutes the legal, valid and legally binding obligations obligation of Buyer, enforceable against Buyer in accordance with their respective termsits terms and conditions, except that such enforceability as may be limited by bankruptcy, insolvency, or reorganization, moratorium and other similar laws of general applicability affecting the enforcement of and equitable principles relating to or limiting creditors’ ' rights generally and by a court’s discretion in relation to equitable remedies; and (ii) No generally. Buyer need not give any notice to, registration withmake any filing with or obtain any authorization, consent consent, or approval of or any Person in order to consummate the transactions contemplated by this Agreement. The execution, delivery, and performance of this Agreement and all other action agreements contemplated hereby have been duly authorized by Buyer. (c) Noncontravention Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will violate any relevant Governmental Authority constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other Entityrestriction of any government, other than those that have already been obtainedgovernmental agency, is or will be required for Buyer to execute, deliver, and perform its obligations under the Operative Documents court to which Buyer is subject or will become a partyany provision of its charter, bylaws, or other governing documents. (d) Without characterizing Brokers' Fees Buyer has no Liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the Participation as a “security” within the meaning of applicable securities laws, Buyer is not purchasing the Participation with a view towards the sale transactions contemplated by this Agreement for which any Seller could become liable or distribution thereof in violation of the Securities Act; provided, however, that Buyer may resell the Participation if such resale is in compliance with Section 10obligated. (e) Investment Buyer (i) is a sophisticated Entity with respect to the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (ii) is able to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in this Agreement, Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of Borrower or any Obligor, or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known acquiring Target Shares with a view to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information for sale in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in this Agreement. (h) At least one of the following is true: (i) no interest in the Participation is being acquired by or on behalf of an entity that is, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager distribution thereof within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit PlansSecurities Act. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and (ii) without in any way limiting the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a party. 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.

Buyer’s Representations and Warranties. 5.1 Buyer represents and warrants to Seller that as of the Agreement Date thatExecution Date: (a) 4.3.1 Buyer (i) is a company, duly organized organised and validly existing incorporated under the laws of its jurisdiction of organization or incorporationApplicable Law, (ii) is in good standing under such laws and (iii) has full all requisite corporate power and authority to execute, carry on its business as proposed to be conducted under this Agreement. 4.3.2 Buyer has full corporate power and authority to execute and deliver this Agreement and to perform its obligations under, the Operative Documents to which it is or will become a partyhereunder. (b) Buyer’s 4.3.3 The execution, delivery, and performance of this Agreement by Xxxxx: (a) has been duly authorized by all requisite corporate action on the Operative Documents to which it is part of Buyer, and no other proceedings on the part of Buyer or will become a party have not resulted and any other Person are necessary for such authorisation; (b) will not violate (i) Applicable Law or (ii) any applicable order of the Commission or order of any Relevant Authority or (iii) any provision of the memorandum and articles of association of Buyer; and (c) will not violate, be in conflict with, result in a breach of, nor constitute (with due notice or violation lapse of time or both) a default under any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgageagreement for borrowed money, loan agreementbond, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject. (i) The Operative Documents agreement to which Buyer is a party (A) or by which Buyer or its property is bound, excluding defaults or violations that would not, individually or in the aggregate, have a material adverse effect on the business, properties, financial condition, or results of operation of Buyer, nor on its ability to perform its obligations hereunder. 4.3.4 This Agreement has been duly and validly authorized, executed and delivered by Buyer Xxxxx and (B) are the constitutes a legal, valid valid, and binding obligations obligation of Buyer, enforceable against Buyer it in accordance with their respective its terms, except that such enforceability may be limited by bankruptcysubject to Applicable Law. 4.3.5 No filing or registration with, insolvency, or other similar laws of general applicability affecting the enforcement of creditors’ rights generally and by a court’s discretion in relation to equitable remedies; and (ii) No no notice to, registration withand no permit, consent authorisation, consent, or approval of or any other action by any relevant Governmental Authority or other Entity, other than those that have already been obtained, Person is or will be required for the execution, delivery, or performance of this Agreement by Buyer. 4.3.6 Buyer is not in default under any agreement or instrument of any nature whatsoever to execute, deliver, and which it is a party or by which it is bound in any manner that would have a material adverse effect on its ability to perform its obligations under the Operative Documents to which Buyer is or will become a party. (d) Without characterizing the Participation as a “security” within the meaning of applicable securities laws, Buyer is not purchasing the Participation with a view towards the sale or distribution thereof in violation of the Securities Act; provided, however, that Buyer may resell the Participation if such resale is in compliance with Section 10. (e) Buyer (i) is a sophisticated Entity with respect to the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (ii) is able to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation hereunder or the agreement to reimburse Seller in respect validity or enforceability of the Assumed Obligations is prudent. (f) Except as otherwise provided in this Agreement, Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of Borrower or any Obligor, or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in this Agreement. (h) At least one of the following 4.3.7 There is true: no action, suit, proceeding or investigation pending or, to Buyer’s knowledge, threatened (i) no interest in for the Participation is being acquired by or on behalf dissolution of an entity that isBuyer, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) against Buyer, which, if adversely determined, would have a material adverse effect on its ability to perform its obligations hereunder or the transaction exemption set forth validity or enforceability of this Agreement. 4.3.8 It is not in one violation of any Applicable Law or more PTEsjudgment entered by any Relevant Authority, such as PTE 84-14 (a class exemption for certain transactions determined which violation, individually or in the aggregate, would affect its performance of any obligation under this Agreement. There are no legal or arbitration proceedings or any proceeding by independent qualified professional asset managers)or before any Relevant Authority, PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunder, now pending or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of Buyer) threatened against Buyer that, if adversely determined, could reasonably be expected to have an adverse effect on the individual making the investment decision to purchase the Participation on behalf financial condition, operations, prospects, or business, as a whole, of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plans. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and (ii) without in any way limiting the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect its ability to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a party. 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in perform under this Agreement.

Buyer’s Representations and Warranties. 5.1 It is expressly understood and agreed that the representations and warranties contained in this Section 9 shall terminate upon the earlier of (a) the Closing Date, or (b) the date upon which this Agreement terminates. Buyer represents and warrants to Seller that as of the Agreement Date thatdate of this Agreement: (a) Buyer (i) is duly organized organized, validly existing, and validly existing in good standing under the laws of the state of its jurisdiction of organization or incorporation, formation; (iib) is in good standing under such laws and (iii) Buyer has the full power and authority to execute, deliver and perform its Buyer’s obligations under, the Operative Documents to which it is or will become a party.under this Agreement; (bc) Buyer’s executionThis Agreement and all agreements, deliveryinstruments and documents herein provided to be executed by Buyer are, and performance as of the Operative Documents to which it is or Closing will become a party have not resulted and will not result in a breach or violation of any provision of (i) Buyer’s organizational documentsbe, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject. (i) The Operative Documents to which Buyer is a party (A) have been duly and validly authorized, executed and delivered by Buyer and (B) are the and, assuming this Agreement is a legal, valid and binding obligations obligation of Seller, are and will be binding upon and enforceable against Buyer, enforceable against Buyer in accordance with their respective terms, except that as such enforceability may be limited by bankruptcy, insolvency, or other moratorium, and similar laws of general applicability affecting the enforcement of creditors’ rights generally and by general principles of equity; (d) The execution and delivery of this Agreement and the performance by Buyer of its obligations hereunder will not conflict with, result in a court’s discretion breach of or constitute a default under any of the terms, conditions or provisions of any agreement or instrument to which Buyer is a party or by which it is bound, or any order or decree applicable to Buyer, except for any such conflict, breach or default which would not prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; (e) As of the date hereof, Buyer has received no written notice of any pending or threatened investigations, actions, suits, proceedings or claims, whether at law or in relation equity or before or by any federal, state, municipal or other governmental department, commission, board, agency, or instrumentality, domestic or foreign that are likely to equitable remedieshave a material adverse effect on Buyer; and (ii) No notice to, registration with, consent or approval of or any other action by any relevant Governmental Authority or other Entity, other than those that have already been obtained, is or will be required for Buyer to execute, deliver, and perform its obligations under the Operative Documents to which Buyer is or will become a party. (d) Without characterizing the Participation as a “security” within the meaning of applicable securities laws, Buyer is not purchasing the Participation with a view towards the sale or distribution thereof in violation of the Securities Act; provided, however, that Buyer may resell the Participation if such resale is in compliance with Section 10. (ef) Buyer has not: (i) is made a sophisticated Entity with respect general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by Buyer’s creditors; (iii) suffered the appointment of a receiver to take possession of all or substantially all of Buyer’s assets; (iv) suffered the attachment or other judicial seizure of all or substantially all of Buyer’s assets; or (v) admitted in writing its inability to pay its debts as they become due; (g) Buyer has delivered to Seller true, correct and complete copies, as of the date of this Agreement, of (i) executed commitment letters (the “Equity Funding Letters”) from the members of Buyer to invest, in each case subject to the purchase terms and conditions therein, cash in the aggregate amount calculated in accordance therewith (being collectively referred to as the “Equity Financing”) and (ii) term sheets from the financial institutions identified therein (the “Debt Term Sheet” and, together with the Equity Funding Letters, the “Financing Letters”) to provide, subject to the terms and conditions therein, debt financing in the amounts set forth therein (being collectively referred to as the “Debt Financing”, and together with the Equity Financing collectively referred to as the “Financing”). As of the Participation date hereof, none of the Financing Letters has been amended or modified, no such amendment or modification is contemplated, and the agreement respective obligations and commitments contained in such letters have not been withdrawn or rescinded in any respect. Buyer has fully paid any and all commitment fees or other fees in connection with the Financing Letters that are payable on or prior to reimburse Seller the date hereof. Assuming (i) the Financing is funded in respect of accordance with the Assumed ObligationsEquity Funding Letters and the Debt Term Sheet, as applicable, (ii) is able to bear the economic risk associated with the purchase accuracy of the Participation representations and the agreement to reimburse Seller warranties set forth in respect of the Assumed Obligations, Section 8 and (iii) has adequate information concerning the business and financial condition performance by Seller of Borrower and Obligors to make an informed decision regarding the purchase its obligations under Section 3.11, as of the Participation and date hereof, the agreement to reimburse Seller in respect of net proceeds contemplated by the Financing Letters will, together with the Assumed Obligations, (iv) has such knowledge Debt and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type Other Obligations contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into by this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements in the aggregate be sufficient for Buyer to pay the aggregate Purchase Price (and indemnities any repayment or refinancing of debt contemplated by this Agreement or the Financing Letters) and any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby and to pay all related fees and expenses. The Financing Letters are in full force and effect as of the date hereof. As of the date of this Agreement. Xxxxx acknowledges , no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer or, to the knowledge of Buyer, any other parties thereto, under the Financing Letters; provided that Seller has Buyer is not given Buyer making any investment advice, credit information representation or opinion on whether warranty regarding the purchase effect of the Participation or the agreement to reimburse Seller in respect inaccuracy of the Assumed Obligations is prudent. (f) Except as otherwise provided representations and warranties in Section 8. As of the date of this Agreement, Buyer has does not relied and have any reason to believe that any of the conditions to the Financing will not rely be satisfied or that the Financing will not be available to Buyer on Seller to furnish or make available the date of the Closing; provided that Buyer is not making any documents or other information representation regarding the credit, affairs, financial condition or business accuracy of Borrower or any Obligorthe representations and warranties set forth in Section 8, or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges that (i) compliance by Seller currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in this Agreementobligations hereunder. (h) At least one of the following is true: (i) no interest in the Participation is being acquired by or on behalf of an entity that is, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of To Buyer’s rights hereunderKnowledge, or (iii) it is in compliance with all applicable anti-money laundering laws, including, without limitation, the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this AgreementUSA Patriot Act, and the purchase laws administered by the United States Treasury Department’s Office of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14Foreign Assets Control, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of including, without limitation, Executive Order. To Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plans. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and (ii) without in any way limiting the representations and warranties of Seller contained in this Agreement’s Knowledge, it is assuming all risk not on the SDN list published by the United States Treasury Department’s Office of Foreign Assets Control and is not a person otherwise identified by government or legal authority as a person with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller whom a U.S. person is a partyprohibited from transacting business. 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.

Buyer’s Representations and Warranties. 5.1 Buyer hereby represents and warrants to Seller as of the Agreement Date thatfollows: (aA) Buyer (i) is a corporation duly organized and organized, validly existing and in good standing under the laws of its the State of Delaware and is qualified in each other jurisdiction where the failure to so qualify would have a material adverse effect upon the business or financial condition of organization or incorporation, (ii) is in good standing under such laws and (iii) Buyer. Buyer has full all requisite power and authority to executeconduct its business, deliver and perform to own its obligations under, the Operative Documents to which it is or will become a party. (b) Buyer’s execution, deliveryproperties, and performance of the Operative Documents to which it is or will become a party have not resulted and will not result in a breach or violation of any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject. (i) The Operative Documents to which Buyer is a party (A) have been duly and validly authorized, executed and delivered by Buyer and (B) are the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except that such enforceability may be limited by bankruptcy, insolvency, or other similar laws of general applicability affecting the enforcement of creditors’ rights generally and by a court’s discretion in relation to equitable remedies; and (ii) No notice to, registration with, consent or approval of or any other action by any relevant Governmental Authority or other Entity, other than those that have already been obtained, is or will be required for Buyer to execute, deliver, and perform its obligations under this PPA. (B) The execution, delivery, and performance of its obligations under this PPA by Buyer have been duly authorized by all necessary corporate action, and do not and will not: (1) require any consent or approval of Buyer’s shareholders; (2) violate any Applicable Law, or violate any provision in any corporate documents of Buyer, the Operative Documents violation of which could have a material adverse effect on the ability of Buyer to perform its obligations under this PPA; (3) result in a breach or constitute a default under Buyer’s corporate charter or bylaws, or under any agreement relating to the management or affairs of Buyer, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Buyer is a party or will become by which Buyer or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a partymaterial adverse effect on the ability of Buyer to perform its obligations under this PPA; or (4) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this PPA) upon or with respect to any of the assets or properties of Buyer now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Buyer to perform its obligations under this PPA. (dC) Without characterizing the Participation This PPA is a valid and binding obligation of Buyer except as a “security” within the meaning of may be limited by applicable securities lawsbankruptcy, Buyer is not purchasing the Participation with a view towards the sale insolvency, reorganization, moratorium, and other similar laws now or distribution thereof hereafter in violation of the Securities Act; provided, however, that Buyer may resell the Participation if such resale is in compliance with Section 10effect relating to creditors’ rights generally. (eD) Buyer (i) Energy purchased hereunder is a sophisticated Entity with respect to the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (ii) is able to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made for its own analysis use and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudentfor resale. (fE) Except as otherwise provided in this Agreement, Buyer has not relied owns and will not rely on Seller operates the infrastructure from the Point of Delivery to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of Borrower or any Obligor, or any other matter concerning Borrower or any ObligorBuyer’s 34.5 xX xxxxx. (g) Xxxxx acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (iiF) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect obtained all necessary permits, consents, approvals, licenses, authorizations required for its performance of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in this AgreementPPA. (hG) At least one of the following is true: (i) no interest in the Participation is being acquired by or Buyer has obtained all applicable permits on behalf of an entity that is, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), environmental impact relating to its facility and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plansoperations. (iH) Buyer acknowledges that, (i) it has received copies The execution and performance of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) this PPA will not conflict with or constitute a breach or default under any other Credit Documents requested by Buyer, and (ii) without in contract or agreement of any way limiting the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents kind to which Seller Buyer is a partyparty or any judgment, order, statute, or regulation that is applicable to Buyer. 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.

Buyer’s Representations and Warranties. 5.1 Buyer hereby represents and warrants warrants, as of the Effective Date and as of the Closing Date, to Seller as of the Agreement Date thatfollows: (a) Buyer (i) is duly organized and organized, validly existing and in good standing under the laws of the State of its jurisdiction formation, and as of organization or incorporation, the Closing will be qualified to do business in the State in which the Property is located. (iib) is in good standing under such laws and (iii) Buyer has full power and authority to execute, execute and deliver this Agreement and to perform its obligations under, the Operative Documents to which it is or will become a party. (b) Buyer’s execution, delivery, and performance all of the Operative Documents terms and conditions hereof to be performed by Buyer and to consummate the transactions contemplated hereby. This Agreement and all documents executed by Buyer which it is or will become a party have not resulted and will not result in a breach or violation of any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable are to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable be delivered to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject. (i) The Operative Documents to which Buyer is a party (A) Seller at Closing have been duly and validly authorized, executed and delivered by Buyer and (B) are or at the time of Closing will be the legal, valid and binding obligations obligation of Buyer, Buyer and enforceable against Buyer in accordance with its or their respective terms, except that such enforceability as the enforcement thereof may be limited by applicable Creditors’ Rights Laws. Buyer is not presently subject to any bankruptcy, insolvency, reorganization, moratorium, or other similar laws of general applicability affecting the enforcement of creditors’ rights generally and by a court’s discretion in relation to equitable remedies; andproceeding. (iic) No notice toThe entities and individuals executing this Agreement and the instruments referenced herein on behalf of Buyer and its constituent entities, registration withif any, consent or approval of or any other action by any relevant Governmental Authority or other Entityhave the legal power, other than those that have already been obtained, is or will be required for right and actual authority to bind Buyer to execute, deliver, the terms and perform its obligations under the Operative Documents to which Buyer is or will become a partyconditions hereof and thereof. (d) Without characterizing Neither the Participation as execution and delivery of this Agreement, nor the consummation of the transactions contemplated by this Agreement, nor the compliance with the terms and conditions hereof will violate or conflict, in any material respect, with any provision of Buyer’s organizational documents or to Buyer’s Actual Knowledge any statute, regulation or rule, or, to Buyer’s Actual Knowledge, any injunction, judgment, order, decree, ruling, charge or other restrictions of any government, governmental agency or court to which Buyer is subject, and which violation or conflict would have a “security” within the meaning of applicable securities laws, material adverse effect on Buyer. Buyer is not purchasing the Participation with a view towards the sale party to any contract or distribution thereof in violation subject to any other legal restriction that would prevent fulfillment by Buyer of all of the Securities Act; provided, however, that Buyer may resell the Participation if such resale is in terms and conditions of this Agreement or compliance with Section 10any of the obligations under it. (e) To Buyer’s Actual Knowledge all material consents required from any governmental authority or third party in connection with the execution and delivery of this Agreement by Buyer (i) is a sophisticated Entity with respect to or the purchase consummation by Buyer of the Participation transactions contemplated hereby have been made or obtained or shall have been made or obtained by the Closing Date. Complete and the agreement correct copies of all such consents shall be delivered to reimburse Seller in respect of the Assumed Obligations, (ii) is able to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in this AgreementAs of the Closing Date, Buyer (i) has not relied made an independent investigation with regard to the Property and will not rely on Seller has conducted all due diligence investigations deemed by Buyer or its consultants as necessary or appropriate with respect to furnish or make available any documents or the Property and matters affecting the Property, (ii) has ascertained to its satisfaction the extent to which the Property complies with applicable zoning, building, environmental, health and safety and all other information regarding Laws, and (iii) has determined that the credit, affairs, financial condition or business of Borrower or any Obligor, or any other matter concerning Borrower or any ObligorProperty is suitable for Buyer’s intended use thereof. (g) Xxxxx acknowledges that (i) Seller currently may haveThere is no litigation pending or, and later may come into possession ofto Buyer’s Actual Knowledge, information with respect to the Transferred Rightsthreatened, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to against Buyer or any Buyer Indemnitee, basis therefor that might materially and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to detrimentally affect the nondisclosure ability of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in to perform its obligations under this Agreement. Buyer shall notify Seller promptly of any such litigation of which Buyer becomes aware. (h) At least one Buyer is not, nor is any person who owns a controlling interest in or otherwise controls Buyer, (a) listed on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the following is true: Treasury, and/or on any other similar list maintained by the OFAC pursuant to any authorizing statute, Executive Order or regulation (collectively, “OFAC Laws and Regulations”); or (b) a person either (i) no interest included within the term “designated national” as defined in the Participation is being acquired by or on behalf of an entity that isCuban Assets Control Regulations, 31 C.F.R. Part 515, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managersdesignated under Sections 1(a), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts1(b), PTE 90-1 1(c) or 1(d) of Executive Order No. 13224 (a class exemption for certain transactions involving insurance company pooled separate accountsBlocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), PTE 91- 38 66 Fed. Reg. 49079 (a class exemption for certain transactions involving bank collective investment funds)effective September 24, 2001, and PTE 96published September 25, 2001) or similarly designated under any related enabling legislation or any other similar Executive Orders (collectively, the “Executive Orders”). Neither Buyer nor any of its principals or affiliates is (x) a person or entity with which Seller is prohibited from dealing or otherwise engaging in any transaction by any Anti-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect Terrorism Law, or that commits, threatens or conspires to commit or supports “terrorism” as defined in the purchase and holding of the Participation and the exercise of Buyer’s rights hereunderExecutive Orders, or (iiiy) is directly or indirectly affiliated or associated with a person or entity listed in the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections preceding clause (b) through (g) of Part I of PTE 84-14, and to x). To the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, neither Buyer nor any of its principals or affiliates, nor any brokers or other agents acting in any capacity in connection with the requirements transactions contemplated herein (I) directly or indirectly deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Orders, (II) directly or indirectly engages in any transaction in violation of subsection any Laws relating to drug trafficking, money laundering or predicate crimes to money laundering or (aIII) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of Part I of PTE 84-14 are satisfied. In additionevading or avoiding, less than 25%or attempts to violate, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) any of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plans. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and (ii) without prohibitions set forth in any way limiting Anti-Terrorism Law. As used herein, “Anti-Terrorism Law” means the representations OFAC Laws and warranties of Seller contained in this AgreementRegulations, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a party. 5.2 Except as expressly stated in this Agreement Executive Orders and the AssignmentUniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Buyer makes no representations or warrantiesPub. L. No. 107-56, express or implied115 Stat. 272 (2001), with respect to the Transactionas amended. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.

Buyer’s Representations and Warranties. 5.1 In order to induce Seller to enter into this Agreement and to complete the transfer of the Property contemplated by this Agreement, Buyer represents and warrants to Seller that, as of the date of this Agreement Date thatand as of the date of Closing: (ai) Buyer (i) is has been duly organized and is validly existing under the laws of the State of Illinois and, in the event that Buyer does not assign its jurisdiction rights under this Agreement in accordance with Section 16(j), will by Closing be qualified to own the Property and conduct its business under the laws of organization or incorporationthe State of Texas, and if so assigned, the assignee shall be by Closing qualified to own the Property and conduct its business under the laws of the State of Texas. Buyer has the power to enter into this Agreement, to perform its obligations under this Agreement and to complete the transfer of the Property contemplated by this Agreement. Buyer has taken all action necessary to authorize the execution and delivery of this Agreement, the performance by Buyer of its obligations under this Agreement and the completion of the transfer of the Property contemplated by this Agreement. (ii) is in good standing under such laws and (iii) This Agreement has full power and authority to execute, deliver and perform its obligations under, the Operative Documents to which it is or will become a party. (b) Buyer’s execution, delivery, and performance of the Operative Documents to which it is or will become a party have not resulted and will not result in a breach or violation of any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject. (i) The Operative Documents to which Buyer is a party (A) have been duly and validly authorized, executed and delivered by Buyer and (B) are the legalconstitutes a valid, valid binding and binding obligations enforceable obligation of Buyer, enforceable against Buyer in accordance with their respective terms, except that such enforceability may be limited by bankruptcy, insolvency, or subject to bankruptcy and other similar debtor relief laws and principles of general applicability affecting the enforcement of creditors’ rights generally and by a court’s discretion in relation to equitable remedies; andequity. (iiiii) No notice toThe execution and delivery of this Agreement by Buyer, registration with, consent or approval the performance by Buyer of or any other action by any relevant Governmental Authority or other Entity, other than those that have already been obtained, is or will be required for Buyer to execute, deliver, and perform its obligations under this Agreement and the Operative Documents completion of the transfer of the Property contemplated by this Agreement will not result in (1) a breach of, or a default under, any contract, agreement, commitment or other document or instrument to which Buyer is party or will become a party. (d) Without characterizing the Participation as a “security” within the meaning of applicable securities laws, by which Buyer is not purchasing the Participation with bound or (2) a view towards the sale or distribution thereof in violation of the Securities Act; providedany law, howeverordinance, that Buyer may resell the Participation if such resale is in compliance with Section 10. (e) Buyer (i) is a sophisticated Entity with respect to the purchase regulation or rule of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (ii) is able to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in this Agreement, Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of Borrower or any Obligor, or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability governmental authority applicable to Buyer or any judgment, order or decree of any court or governmental authority that is binding on Buyer. (iv) There is no action, suit, proceeding, inquiry or investigation (including any bankruptcy or other debtor relief proceeding), pending against Buyer Indemnitee, and by or before any court or governmental authority that would prevent or hinder the performance by Buyer waives and releases any claims that it might have against Seller of its obligations under this Agreement or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure completion of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect transfer of the truth or accuracy of Seller’s representations or warranties in Property contemplated by this Agreement. (hv) At least one Except for consents, approvals, authorizations and filings already completed, Buyer is not required to obtain any consent, approval or authorization from, or to make any filing with, any person (including any governmental authority) in connection with, or as a condition to, the execution and delivery of this Agreement, the performance by Buyer of its obligations under this Agreement or the completion of the following is true: (i) no interest in the Participation is being acquired by or on behalf of an entity that is, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding transfer of the Participation and the exercise of Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as Property contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plans. (ivi) Neither Buyer acknowledges thatnor any person holding a direct or indirect ownership interest in Buyer is described in, (i) it has received copies covered by or specially designated pursuant to, or affiliated with any person described in, covered by or specially designated pursuant to, any Anti-Terrorism Law or any list issued by any department or agency of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed United States of America in connection therewith, in each case as currently in effect, and (B) with any other Credit Documents requested by Buyer, and (ii) without in any way limiting the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a partyAnti-Terrorism Law. 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.

Buyer’s Representations and Warranties. 5.1 Buyer represents and warrants to Seller as of the Agreement Date that: : (a) Buyer (i) it is a corporation duly organized and organized, validly existing and in good standing under the laws of its jurisdiction the State of organization or incorporationNew Jersey, USA; (iib) is in good standing under such laws and (iii) it has full all necessary corporate power and authority to executeexecute and deliver this Agreement, deliver the Xxxx of Sale/Assignment, the IP Assignment, the Assignment and perform the other agreements contemplated hereby and thereby to which it is a party (collectively, the “Buyer Transaction Documents”), to carry out its obligations underhereunder and thereunder and to consummate the transactions contemplated hereby and thereby; (c) no authorization or approval from any third party is required in connection with Buyer’s execution, delivery or performance of this Agreement or the Operative other Buyer Transaction Documents to which it is or will become a party. (b) Buyer’s execution, delivery, and performance of the Operative Documents to which it is or will become a party have not resulted and will not result in a breach or violation of any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject. (i) The Operative Documents to which Buyer is a party (A) have been duly and validly authorized, executed and delivered by Buyer ; and (Bd) are the this Agreement constitutes its legal, valid and binding obligations of Buyerobligation, enforceable against Buyer it in accordance with their respective its terms, except that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general applicability affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a court’s discretion proceeding at law or in relation equity). Buyer further represents and warrants to equitable remedies; and (ii) No notice toSeller that the execution, registration with, consent or approval delivery and performance by it of or any this Agreement and the other action by any relevant Governmental Authority or other Entity, other than those that have already been obtained, is or will be required for Buyer to execute, deliver, and perform its obligations under the Operative Transaction Documents to which Buyer it is or will become a party. (d) Without characterizing , and the Participation as a “security” within the meaning of applicable securities laws, Buyer is not purchasing the Participation with a view towards the sale or distribution thereof in violation consummation by it of the Securities Act; providedtransactions contemplated hereby and thereby, however, that Buyer may resell the Participation if such resale is in compliance with Section 10. (e) Buyer does not and will not (i) is a sophisticated Entity with respect to the purchase violate any provision of the Participation and the agreement to reimburse Seller in respect its certificate of the Assumed Obligationsformation or corporation agreement, (ii) is able to bear the economic risk associated with the purchase conflict with, result in a breach of the Participation and the or constitute a default under any agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in this Agreement, Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition instrument to which it is a party or business of Borrower or any Obligor, or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that by which it is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in this Agreement. (h) At least one of the following is true: (i) no interest in the Participation is being acquired by or on behalf of an entity that is, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunderbound, or (iii) the funds being used by Buyer violate, result in a breach of or constitute a default under any judgment, order, injunction, decree, law, rule, regulation or other restriction of any court or governmental authority to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14which it is subject, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plans. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, except in each case as currently in effectcase, and (B) any other Credit Documents requested by where the violation, conflict, breach or default, would not have a material adverse effect on Buyer, and (ii) without in any way limiting ’s ability to consummate the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a partytransactions contemplated hereby. 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.

Buyer’s Representations and Warranties. 5.1 Buyer represents and warrants to Seller as of the Agreement Date that: (a) The execution, delivery and performance by Buyer (i) is duly organized of this Agreement and validly existing under the laws of its jurisdiction of organization or incorporationOperating Agreement and other agreements, (ii) is in good standing under such laws documents and (iii) has full power and authority to execute, deliver and perform its obligations underinstruments contemplated hereby, the Operative Documents to which it is consummation of the transactions contemplated hereby or will become a party. (b) Buyer’s execution, deliverythereby, and the performance or observance by Buyer of any of the Operative Documents to which it is terms or will become a party have not resulted and conditions hereof or thereof, will not (a) conflict with, or result in a breach or violation of the terms or conditions of, or constitute a default under, or result in the creation of any provision lien on any of (i) Buyer’s organizational documentsassets pursuant to the constituting documents of Buyer, (ii) any award of any arbitrator, or any material indenture, contract or agreement, instrument, order, judgment, decree, statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree which the Company or determination of any Governmental Authority applicable to Buyer its assets is subject; or (ivb) require of Buyer any contractfiling or registration with, indentureor any consent or approval of, mortgageany federal, loan agreementstate or local governmental agency or authority. (b) Buyer has made available to Seller complete and correct copies of all written Contracts, notetogether with all amendments thereto, lease and accurate descriptions of all material terms of all oral Contracts. (c) All Contracts are in full force and effect and enforceable against each party thereto. There does not exist under any Contract any event of default or other agreementevent or condition that, document after notice or instrument lapse of time or both, would constitute a violation, breach or event of default thereunder on the part of Buyer. (d) Buyer has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by which Buyer may be a party, and the consummation by which Buyer may be bound or to which any of the assets transactions contemplated hereby have been duly authorized by Buyer’s Board of Directors, and no other proceeding on the part of Buyer is subject. (i) The Operative Documents necessary to which Buyer is a party (A) have authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly authorized, executed and delivered by Buyer and (B) are the constitutes its legal, valid and binding obligations of Buyerobligation, enforceable against Buyer it in accordance with their respective its terms, except that such as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws of general applicability affecting the enforcement of creditors’ rights generally and by a court’s discretion in relation to judicial limitations on the enforcement of the remedy of specific performance and other equitable remedies; and (ii) No notice to, registration with, consent or approval of or any other action by any relevant Governmental Authority or other Entity, other than those that have already been obtained, is or will be required for Buyer to execute, deliver, and perform its obligations under the Operative Documents to which Buyer is or will become a party. (d) Without characterizing the Participation as a “security” within the meaning of applicable securities laws, Buyer is not purchasing the Participation with a view towards the sale or distribution thereof in violation of the Securities Act; provided, however, that Buyer may resell the Participation if such resale is in compliance with Section 10. (e) Buyer (i) is a sophisticated Entity with respect to the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (ii) is able to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in this Agreement, Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of Borrower or any Obligor, or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in this Agreement. (h) At least one of the following is true: (i) no interest in the Participation is being acquired by or on behalf of an entity that is, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plans. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and (ii) without in any way limiting the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a party. 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.

Buyer’s Representations and Warranties. 5.1 Buyer represents makes the following representations and warrants warranties to Seller Seller, each of which is true and correct as of the Agreement Effective Date thatand as of the Closing Date: (a) Buyer (i) is a limited liability company, duly organized organized, validly existing, and validly existing in good standing under the laws of the state of its jurisdiction organization, and is qualified to transact business in the State of organization or incorporation, (ii) is in good standing under such laws and (iii) has full power and authority to execute, deliver and perform its obligations under, the Operative Documents to which it is or will become a partyCalifornia. (b) Buyer’s executionBuyer has full legal power and authority to enter into, deliverydeliver and perform this Agreement and the Notes, and performance of this Agreement and the Operative Documents to which it is or will become a party have not resulted and will not result in a breach or violation of any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of Notes constitute the assets of Buyer is subject. (i) The Operative Documents to which Buyer is a party (A) have been duly and validly authorized, executed and delivered by Buyer and (B) are the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except to the extent that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general applicability affecting the enforcement of relating to creditors’ rights generally generally, and by a court’s discretion in relation to equitable remedies; and (ii) No notice tois subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) There is no action, registration withsuit, consent proceeding, or approval claim pending, or, to the best of or any other action by any relevant Governmental Authority or other EntityBuyer’s knowledge, other than those threatened, against Buyer that have already been obtained, is or will be required for Buyer would affect Buyer’s ability to execute, deliver, and perform its fulfill Buyer’s obligations under this Agreement or the Operative Documents to which Buyer is or will become a partyNotes. (d) Without characterizing No other action, consent or approval on the Participation as a “security” within the meaning part of applicable securities laws, Buyer is not purchasing necessary to authorize Buyer’s due and valid execution, delivery and performance of this Agreement and the Participation with a view towards the sale or distribution thereof in violation of the Securities Act; provided, however, that Buyer may resell the Participation if such resale is in compliance with Section 10Notes. (e) The execution and delivery of this Agreement and the Notes and the performance by Buyer of its obligations hereunder and thereunder (i) is a sophisticated Entity with respect to the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (ii) is able to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has do not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in this Agreement, Buyer has not relied and will not rely on Seller to furnish conflict with or make available violate any documents or other information regarding the credit, affairs, financial condition or business of Borrower or any Obligor, or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect provision of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect operating agreement or similar organizational documents of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in this Agreement. (h) At least one of the following is true: (i) no interest in the Participation is being acquired by or on behalf of an entity that is, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plans. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and (ii) without in any way limiting the representations do not and warranties of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a party. 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that will not (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller result in respect of the Assumed Obligations are irrevocable and a violation of, or (b) require any authorization, consent, approval, exemption or other action by or notice to any court or administrative, arbitration or governmental body or other third party pursuant to, any law, statute, rule, regulation, judgment, decree, contract, agreement, license or instrument to which Buyer shall have no recourse to Seller, except for (i) Seller’s breaches is subject or by which any of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreementassets are bound.

Buyer’s Representations and Warranties. 5.1 The Buyer represents and warrants to Seller as each of the Agreement Date thatSelling Stockholders as follows: (a) The Buyer (i) is a corporation duly organized and organized, validly existing and in good standing under the laws of its jurisdiction the State of organization or incorporation, (ii) is in good standing under such laws and (iii) has full power and authority to execute, deliver and perform its obligations under, the Operative Documents to which it is or will become a partyOhio. (b) Buyer’s execution, delivery, The Buyer has all corporate power and performance authority necessary to enable it to enter into this Agreement and carry out the transactions contemplated by this Agreement. All corporate actions necessary to authorize the Buyer to enter into this Agreement and carry out the transactions contemplated by it have been taken. This Agreement has been duly executed by the Buyer and is a valid and binding agreement of the Operative Documents Buyer, enforceable against the Buyer in accordance with its terms. (c) Neither the execution and delivery of this Agreement or of any document to which it is be delivered in accordance with this Agreement nor the consummation of the transactions contemplated by this Agreement or by any document to be delivered in accordance with this Agreement will become a party have not resulted and will not violate, result in a breach of, Ior constitute a default (or violation an event which, with notice or lapse of time or both, would constitute a default) under, the Articles of Incorporation or Regulations of the Buyer, any provision of (i) Buyer’s organizational documentsagreement or instrument to which the Buyer or any subsidiary is a party or by which it is bound, (ii) any statute, law, writ, or any order, rule or regulation of any Governmental Authority applicable court or governmental agency or other regulatory organization having jurisdiction over the Buyer or any of its subsidiaries. (d) No governmental filings, authorizations, approvals or consents, or other governmental action, other than termination or expiration of the waiting periods under the HSR Act, are required to Buyerpermit the Buyer to fulfill all its obligations under this Agreement. (e) The Buyer has all funds which the Buyer will require, in addition to the Purchase Financing described in Paragraph 4.2, to carry out the transactions which are the subject of this Agreement. (iiif) The only authorized stock of the Buyer consists of 12,000,000 shares of Buyer Common Stock and 500,000 shares of preferred stock, no par value, of which 3,782,817 shares of Common Stock and 14,642 shares of preferred stock are issued and outstanding. Except as shown on Exhibit 3.3-F, the Buyer has not issued any judgmentoptions, injunctionwarrants, decree or determination convertible or exchangeable securities, and is not party to any other agreements, which require, or upon passage of time, the payment of money or the occurrence of any Governmental Authority applicable other event may require, the Company to Buyer sell or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which issue any of its stocks. (g) When the assets Buyer issues the Stock Consideration as contemplated by this Agreement, all the shares of the Buyer is subjectCommon Stock included in the Stock Consideration will be duly authorized and issued, fully paid and nonassessable, and the Selling Stockholders will become the owners of the shares of Stock being issued to them, free and clear of any liens or encumbrances other than liens or encumbrances created by the Selling Stockholders. (h) The Buyer's Annual Report on Form 10-K for the year ended December 31, 1998 (the "1998 10-K"), filed with the Securities and Exchange Commission contained all the information required to be included in that Report and did not contain a misstatement of material fact or a omit to state any fact necessary to make statements made in it not misleading. (i) The Operative Documents Without limiting anything which is stated in subparagraph (h), the consolidated financial statements of Buyer and its subsidiaries at December 31, 1997 and 1998 and for the two years ended on those dates included in the 1998 10-K were prepared in accordance with GAAP applied on a consistent basis and present fairly the consolidated financial condition and results of operations of the Buyer and its subsidiaries at the dates, and for the periods to which they relate. (j) Since December 1998 (i) there has not been any material adverse change in the consolidated financial condition or results of operations of the Buyer and its subsidiaries compared with the consolidated financial condition of the Buyer and its subsidiaries at December 31, 1998 reflected on the balance sheet at that date included in the 1998 10-K, or the consolidated results of operations of Buyer and its subsidiaries for the comparable period of the prior year, other than a decline in the results of operations of its Machine Tool Division for the quarter ended March 31, 1999, when compared with the comparable period of the prior year, (ii) the Buyer and its subsidiaries have conducted their businesses in the ordinary course and in the same manner in which they were being conducted on December 31, 1998, and (iii) there has not been any material adverse change, or any event of which any executive officer of the Buyer is aware which could reasonably be expected to cause a party material adverse change, in the business, operations, properties, prospects, or condition (Afinancial or other) have been duly and validly authorized, executed and delivered by of the Buyer and its subsidiaries taken as a whole, other than the matters related to the Buyer's Machine Tool Division in referred to in clause (Bi). Since December 31, 1998, there has been no occurrence which the Buyer was required to report on a Form 8-K to be filed with the Securities and Exchange Commission, except that the Buyer was required to file, and did file, a Form 8-K relating to the Buyer's acquisition of GFP Corporation. (k) If the Buyer issues either or both of the Special Subordinated Note or the Seller Notes described in Paragraph 6.1(e), when they are the legalissued, they will be valid and binding obligations debt instruments of the Buyer, enforceable against the Buyer in accordance with their respective terms, except that such enforceability may be limited by bankruptcy, insolvency, or other similar laws of general applicability affecting the enforcement of creditors’ rights generally and by a court’s discretion in relation to equitable remedies; and (ii) No notice toif the Buyer issues Warrants as described in Paragraph 6.1(e) and Exhibit 6.1-E, registration withwhen they are issued, consent or approval of or any other action by any relevant Governmental Authority or other Entity, other than those that have already been obtained, is or they will be required for Buyer to execute, deliver, valid and perform its binding obligations under the Operative Documents to which Buyer is or will become a party. (d) Without characterizing the Participation as a “security” within the meaning of applicable securities laws, Buyer is not purchasing the Participation with a view towards the sale or distribution thereof in violation of the Securities Act; providedBuyer, however, that enforceable against the Buyer may resell the Participation if such resale is in compliance accordance with Section 10. (e) Buyer (i) is a sophisticated Entity with respect to the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (ii) is able to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in this Agreement, Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of Borrower or any Obligor, or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information terms and (iii) Seller shall have no liability to if the Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure issues shares of Buyer Excluded Information in connection with Common Stock on exercise of Warrants or conversion of the Transaction; providedSeller Notes, howeverwhen those shares are issued, that Buyer Excluded Information shall not they will be duly authorized and does not affect the truth or accuracy of Seller’s representations or warranties in this Agreementissued, fully paid and nonassessable. (hl) At least one The issuance of the following is true: (i) no interest in the Participation is being acquired by or on behalf of an entity that is, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this AgreementStock Consideration, and the purchase issuances of shares of Buyer Common Stock on exercise of Warrants, or conversion of the Participation hereunder satisfies Seller Notes, described in Paragraph 6.1(e) and Exhibit 6.1-E, have been approved by the requirements Board of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge Directors of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plans. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and therefore Chapter 1704 of the Ohio General Corporation Law will not apply to the acquisition of the Stock Consideration by the Selling Stockholders (iior by the Stockholders Representative on their behalf) without in any way limiting or to the representations and warranties acquisition of Buyer Common Stock (or other securities) upon exercise of Warrants or conversion of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a partyNotes. 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.

Buyer’s Representations and Warranties. 5.1 As a material inducement to Seller to execute this Agreement and consummate the Closing, Buyer represents and warrants to Seller as of the Agreement Date that: (a) Buyer (i) has been duly formed or organized as a limited liability company, is duly organized and validly existing under the laws of its jurisdiction of organization or incorporationand, (ii) is in good standing under such laws in the state of its organization, and (iii) has full power is authorized to exercise all of its powers, rights and authority to execute, deliver and perform its obligations under, the Operative Documents to which it is or will become a partyprivileges. (b) Buyer’s executionBuyer has the power and authority, deliveryunder its Charter Documents, to own and operate its properties, to carry on its business as now conducted, and to enter into and perform its obligations under this Agreement. (c) All action on the part of Buyer and its members, managers, and officers necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of Buyer hereunder and completion of the Operative Documents to which it is transactions hereunder, has been taken or will become be taken prior to the Closing. This Agreement constitutes a party have not resulted legally binding and valid obligation of Buyer enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (d) The execution and delivery of this Agreement by Buyer and the performance by Buyer of its obligations pursuant hereto will not result in any violation of, be in conflict with, or constitute a breach default under, with or violation without the passage of time or the giving of notice: (x) any provision of (i) Buyer’s organizational documents, Charter Documents; (iiy) any statute, law, writ, order, rule or regulation provision of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject. (i) The Operative Documents order to which Buyer is a party or by which it or its property or assets are bound; or (Az) have been duly any Laws applicable to Buyer or its property or assets. (e) The execution and validly authorized, executed and delivered delivery of this Agreement by Buyer and (B) are the legalperformance by Buyer of its obligations pursuant hereto will not result in any violation of, valid and binding obligations of Buyer, enforceable against Buyer be in accordance with their respective terms, except that such enforceability may be limited by bankruptcy, insolvencyconflict with, or other similar laws constitute a default under, with or without the passage of general applicability affecting time or the enforcement giving of creditors’ rights generally and by a court’s discretion in relation to equitable remedies; and (ii) No notice tonotice, registration with, consent any material contract or approval of or any other action by any relevant Governmental Authority or other Entity, other than those that have already been obtained, is or will be required for Buyer to execute, deliver, and perform its obligations under the Operative Documents agreement to which Buyer is or will become a party. (df) Without characterizing the Participation as a “security” within the meaning of applicable securities lawsThere is no action, Buyer is not purchasing the Participation with a view towards the sale suit, proceeding or distribution thereof in violation of the Securities Act; providedinvestigation pending or, however, that Buyer may resell the Participation if such resale is in compliance with Section 10. (e) Buyer (i) is a sophisticated Entity with respect to the purchase knowledge of Buyer, threatened in writing against Buyer that challenges the Participation and the agreement to reimburse Seller in respect validity of the Assumed Obligations, (ii) is able to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as or the right of Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except or that Xxxxx has relied upon Sellermight result, either individually or in the aggregate, in Buyer’s express representations, warranties, covenants, agreements and indemnities in inability to perform its obligations under this Agreement. Xxxxx acknowledges There is no judgment, decree or order of any court, arbitrator, tribunal or governmental or similar authority in effect against Buyer, and Buyer is not in default with respect to any order of any court, arbitrator, tribunal or governmental or similar authority binding upon Buyer or by which it or its property or assets are bound that Seller has not given would prevent Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in from performing its obligations under this Agreement, Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of Borrower or any Obligor, or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges that (i) Seller currently may haveBuyer is a Secured Lender and consents to the release of its lien on the Bxxxx Hxxx Interest, and later may come into possession of, information with respect has also obtained the consent of the other Secured Lender to release its lien on the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known Bxxxx Hill Interest so as to permit Buyer and that may be material to a decision to purchase the Participation Bxxxx Hxxx Interest free and agree clear of all Secured Lender liens and encumbrances on the Bxxxx Hill Interest. Secured Lender (including Buyer) have jointly and severally agreed to reimburse Seller enter into a Third Amendment to Line of Credit and Security Agreement and a Replacement Promissory Note in respect the amount of the Assumed Obligations (“Buyer Excluded Information”)$7,610,944, (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect both effective of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in this Agreementeven date herewith. (h) At least one of the following Buyer is true: (i) no interest in the Participation is being acquired by not acting, directly or on behalf of an entity that isindirectly for, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, any Person, group, entity or nation named by any Executive Order (including the September 24, 2001, Executive Order Blocking Property and shall at Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person, or other banned or blocked Person, group, entity, or nation pursuant to any time be held by, Benefit Plans. (i) Buyer acknowledges that, (i) it has received copies Law that is enforced or administered by the Office of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effectForeign Assets Control, and (B) is not engaging in the transactions described herein, directly or indirectly, on behalf of, or instigating or facilitating the transactions described herein, directly or indirectly, on behalf of, any other Credit Documents requested by Buyersuch Person, and (ii) without in any way limiting the representations and warranties of Seller contained in this Agreementgroup, it is assuming all risk with respect to the accuracy entity or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a partynation. 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.

Buyer’s Representations and Warranties. 5.1 Buyer represents and warrants to Seller the following as of the Agreement Effective Date thatand as of the Closing Date as though made on and as of each such date: (a) a. Buyer (i) is a limited partnership duly organized organized, validly existing, and validly existing under the laws of its jurisdiction of organization or incorporation, (ii) is in good standing under such laws the Laws of its state of formation and (iii) has full the partnership power and authority to execute, deliver enter into and perform its obligations under, to carry out the Operative Documents to which it is or will become a party. (b) Buyer’s execution, delivery, terms and performance conditions of the Operative Documents to which it is or will become a party have not resulted this Agreement and will not result in a breach or violation of any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or each other agreement, document document, instrument or instrument certificate contemplated by which Buyer may be a party, by which Buyer may be bound this Agreement or to which any be executed by Buyer in connection with the consummation of the assets of transactions contemplated by this Agreement (all such other agreements, documents, instruments and certificates required to be executed by Buyer is subject. (ibeing hereinafter referred to, collectively, as the “Buyer Documents”) The Operative and to perform fully its obligations hereunder and thereunder. This Agreement has been, and the Buyer Documents to which Buyer is a party (A) have been will be at or before the Closing, duly and validly authorized, executed and delivered by Buyer and, assuming the due authorization, execution and (B) are delivery by Seller, this Agreement constitutes, and the Buyer Documents when so executed and delivered will constitute, legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with according to their respective terms, except that such enforceability may be (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar laws of general applicability application relating to or affecting the enforcement of creditors’ rights generally generally, and by a court’s discretion in relation to equitable remedies; and (ii) No notice toas limited by Laws relating to the availability of specific performance, registration injunctive relief, or other equitable remedies. None of the execution and delivery by Buyer of this Agreement and the Buyer Documents, or the consummation of the transactions contemplated hereby or thereby, or compliance by Buyer with any of the provisions hereof or thereof, will (x) conflict with, consent violate, result in the breach or approval of termination of, or constitute a default under, any other action by any relevant Governmental Authority or other Entity, other than those that have already been obtained, is or will be required for Buyer to execute, deliver, and perform its obligations under the Operative Documents agreement to which Buyer is a party or will become by which Buyer is bound or subject or (y) constitute a partyviolation of any Law applicable to Buyer. (d) Without characterizing b. No consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to, any person or governmental body is required on the Participation as a “security” within part of Buyer in connection with the meaning execution and delivery of applicable securities laws, this Agreement or the Buyer is not purchasing Documents or the Participation compliance by Buyer with a view towards the sale or distribution thereof in violation any of the Securities Act; provided, however, that Buyer may resell the Participation if such resale is in compliance with Section 10provisions hereof or thereof. (e) Buyer (i) c. There is a sophisticated Entity with respect no legal proceeding pending or, to the purchase knowledge of Buyer, threatened against the Participation and the agreement Buyer that seeks to reimburse Seller enjoin or obtain damages in respect of the Assumed Obligations, (ii) is able to bear the economic risk associated with the purchase consummation of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type transactions contemplated in by this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into or that questions the validity of this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given the Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in this Agreement, Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of Borrower Documents or any Obligor, action taken or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges that (i) Seller currently may have, and later may come into possession of, information with respect to be taken by the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transaction; provided, however, consummation of the transactions contemplated hereby or thereby. d. Buyer represents and warrants that Buyer Excluded Information shall has not and does not affect acted in a manner that could cause Seller to incur liability to any person for brokerage commissions, finder’s fees or other remuneration in connection with the truth or accuracy of Seller’s representations or warranties in this Agreement. (h) At least one sale of the following is true: (i) no interest in Property the Participation is being acquired by or on behalf of an entity that is, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, other than the payments by Seller contemplated by Section 6.4 hereof. e. Buyer and Buyer’s Affiliates have the net worth, financial standing, access to required liquidity and the purchase of necessary borrowing capacity to complete the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified transactions contemplated by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plans. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and (ii) without in any way limiting the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a party. 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.

Buyer’s Representations and Warranties. 5.1 Buyer hereby represents and warrants warrants, as of the Effective Date and as of the Closing Date, to Seller as of the Agreement Date thatfollows: (a) Buyer (i) is duly organized and organized, validly existing and in good standing under the laws of the State of its jurisdiction formation, and as of organization or incorporation, the Closing will be qualified to do business in the State in which the Property is located. (iib) is in good standing under such laws and (iii) Buyer has full power and authority to execute, execute and deliver this Agreement and to perform its obligations under, the Operative Documents to which it is or will become a party. (b) Buyer’s execution, delivery, and performance all of the Operative Documents terms and conditions hereof to be performed by Buyer and to consummate the transactions contemplated hereby. This Agreement and all documents executed by Buyer which it is or will become a party have not resulted and will not result in a breach or violation of any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable are to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable be delivered to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject. (i) The Operative Documents to which Buyer is a party (A) Seller at Closing have been duly and validly authorized, executed and delivered by Buyer and (B) are or at the time of Closing will be the legal, valid and binding obligations obligation of Buyer, Buyer and enforceable against Buyer in accordance with its or their respective terms, except that such enforceability as the enforcement thereof may be limited by applicable Creditors’ Rights Laws. Buyer is not presently subject to any bankruptcy, insolvency, reorganization, moratorium, or other similar laws of general applicability affecting the enforcement of creditors’ rights generally and by a court’s discretion in relation to equitable remedies; andproceeding. (iic) No notice toThe entities and individuals executing this Agreement and the instruments referenced herein on behalf of Buyer and its constituent entities, registration withif any, consent or approval of or any other action by any relevant Governmental Authority or other Entityhave the legal power, other than those that have already been obtained, is or will be required for right and actual authority to bind Buyer to execute, deliver, the terms and perform its obligations under the Operative Documents to which Buyer is or will become a partyconditions hereof and thereof. (d) Without characterizing Neither the Participation as execution and delivery of this Agreement, nor the consummation of the transactions contemplated by this Agreement, nor the compliance with the terms and conditions hereof will violate or conflict, in any material respect, with any provision of Buyer’s organizational documents or to Buyer’s Actual Knowledge any statute, regulation or rule, or, to Buyer’s Actual Knowledge, any injunction, judgment, order, decree, ruling, charge or other restrictions of any government, governmental agency or court to which Buyer is subject, and which violation or conflict would have a “security” within the meaning of applicable securities laws, material adverse effect on Buyer. Buyer is not purchasing the Participation with a view towards the sale party to any contract or distribution thereof in violation subject to any other legal restriction that would prevent fulfillment by Buyer of all of the Securities Act; provided, however, that Buyer may resell the Participation if such resale is in terms and conditions of this Agreement or compliance with Section 10any of the obligations under it. (e) To Buyer’s Actual Knowledge all material consents required from any governmental authority or third party in connection with the execution and delivery of this Agreement by Buyer (i) is a sophisticated Entity with respect to or the purchase consummation by Buyer of the Participation transactions contemplated hereby have been made or obtained or shall have been made or obtained by the Closing Date. Complete and the agreement correct copies of all such consents shall be delivered to reimburse Seller in respect of the Assumed Obligations, (ii) is able to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in Buyer has made (or will make prior to the Closing Date) an independent investigation with regard to the Property, will have ascertained to its satisfaction the extent to which the Property complies with applicable zoning, building, environmental, health and safety and all other laws codes and regulations, and Buyer’s intended use thereof, including without limitation, review and/or approval of matters disclosed by Seller pursuant to this Agreement, Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of Borrower or any Obligor, or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges that (i) Seller currently may haveThere is no litigation pending or, and later may come into possession ofto Buyer’s Actual Knowledge, information with respect to the Transferred Rightsthreatened, the Assumed Obligations, Borrower, Obligors or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to against Buyer or any Buyer Indemnitee, basis therefor that might materially and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to detrimentally affect the nondisclosure ability of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in to perform its obligations under this Agreement. Buyer shall notify Seller promptly of any such litigation of which Buyer becomes aware. (h) At least one Buyer is not, nor is any person who owns a controlling interest in or otherwise controls Buyer, (a) listed on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the following is true: Treasury, and/or on any other similar list maintained by the OFAC pursuant to any authorizing statute, Executive Order or regulation (collectively, “OFAC Laws and Regulations”); or (b) a person either (i) no interest included within the term “designated national” as defined in the Participation is being acquired by or on behalf of an entity that isCuban Assets Control Regulations, 31 C.F.R. Part 515, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managersdesignated under Sections 1(a), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts1(b), PTE 90-1 1(c) or 1(d) of Executive Order No. 13224 (a class exemption for certain transactions involving insurance company pooled separate accountsBlocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), PTE 91- 38 66 Fed. Reg. 49079 (a class exemption for certain transactions involving bank collective investment funds)effective September 24, 2001, and PTE 96published September 25, 2001) or similarly designated under any related enabling legislation or any other similar Executive Orders (collectively, the “Executive Orders”). Neither Buyer nor any of its principals or affiliates is (x) a person or entity with which Seller is prohibited from dealing or otherwise engaging in any transaction by any Anti-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect Terrorism Law, or that commits, threatens or conspires to commit or supports “terrorism” as defined in the purchase and holding of the Participation and the exercise of Buyer’s rights hereunderExecutive Orders, or (iiiy) is directly or indirectly affiliated or associated with a person or entity listed in the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections preceding clause (b) through (g) of Part I of PTE 84-14, and to x). To the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, neither Buyer nor any of its principals or affiliates, nor any brokers or other agents acting in any capacity in connection with the requirements transactions contemplated herein (I) directly or indirectly deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Orders, (II) directly or indirectly engages in any transaction in violation of subsection any Laws relating to drug trafficking, money laundering or predicate crimes to money laundering or (aIII) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of Part I of PTE 84-14 are satisfied. In additionevading or avoiding, less than 25%or attempts to violate, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) any of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plans. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and (ii) without prohibitions set forth in any way limiting Anti-Terrorism Law. As used herein, “Anti-Terrorism Law” means the representations OFAC Laws and warranties of Seller contained in this AgreementRegulations, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a party. 5.2 Except as expressly stated in this Agreement Executive Orders and the AssignmentUniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Buyer makes no representations or warrantiesPub. L. No. 107-56, express or implied115 Stat. 272 (2001), with respect to the Transactionas amended. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.

Buyer’s Representations and Warranties. 5.1 Each Buyer severally represents and warrants to Seller (as of the Agreement Date and as of the Effective Date) that: (a) Such Buyer (i) is duly organized and validly existing under the laws of its jurisdiction of organization or incorporation, (ii) is in good standing under such laws laws, and (iii) has full power and authority to execute, deliver and perform its obligations under, the Operative Documents to which it is or will become a partythis Agreement. (b) Such Buyer’s execution, delivery, and performance of the Operative Documents to which it is or will become a party have not resulted and this Agreement will not result result, in a breach or violation of any provision of (i) such Buyer’s organizational documents, (ii) any statute, law, writ, order, rule rule, or regulation of any Governmental Authority applicable to such Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer such Buyer, or (iv) any contract, indenture, mortgage, loan agreement, note, lease lease, or other agreement, document or instrument by which Buyer may be a party, by which such Buyer may be bound or to which any of the assets of such Buyer is are subject. (i) The Operative Documents to which Buyer is a party (A) have been duly and validly authorized, executed and delivered by Buyer and (B) are the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except that such enforceability may be limited by bankruptcy, insolvency, or other similar laws of general applicability affecting the enforcement of creditors’ rights generally and by a court’s discretion in relation to equitable remedies; and (iic) No notice to, registration with, consent or approval of of, or any other action by by, any relevant Governmental Authority or other Entity, other than those that have already been obtained, Entity is or will be required for such Buyer to execute, deliver, and perform its obligations under the Operative Documents to which Buyer is or will become a partythis Agreement. (d) Without characterizing the Participation Transferred Rights as a “security” within the meaning of applicable securities laws, such Buyer is not purchasing the Participation Transferred Rights with a view towards the sale or distribution thereof in violation of the Securities Act; provided, however, that such Buyer may resell the Participation Transferred Rights if such resale is in compliance accordance with Section 10the Securities Act. (e) Buyer Such Buyer: (i) is a sophisticated Entity with respect to the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed ObligationsTransferred Rights, (ii) is able to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed ObligationsTransferred Rights, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed ObligationsTransferred Rights, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as such Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx such Buyer has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities covenants in this Agreement. Xxxxx Such Buyer acknowledges that Seller has not given such Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudentTransferred Rights. (f) Except as set forth in Section 4.1(l) or otherwise provided in this Agreement, such Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of Borrower or any Obligor, or any other matter concerning Borrower or any ObligorBorrower. (g) Xxxxx acknowledges that (i) Seller currently may haveNo broker, and later may come into possession offinder, information with respect or other Entity acting under such Buyer’s authority is entitled to the Transferred Rights, the Assumed Obligations, Borrower, Obligors any broker’s commission or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information other fee in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in transactions contemplated by this AgreementAgreement for which Seller is responsible. (h) At least one of Such Buyer is an “accredited investor” as defined in Rule 501 under the following is true: (i) no interest in the Participation is being acquired by or on behalf of an entity that is, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunder, or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit PlansSecurities Act. (i) Buyer acknowledges that, No proceedings are (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and pending against such Buyer or (ii) without to the best of such Buyer’s knowledge, threatened against such Buyer before any relevant Governmental Authority that, in the aggregate, will materially and adversely affect any way limiting the representations and warranties of Seller contained in action taken or to be taken by such Buyer under this Agreement, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a party. 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes Buyers make no representations or warranties, express or implied, with respect to the Transactiontransactions contemplated herein or therein. 5.3 Buyer acknowledges Buyers acknowledge that (a) Seller’s sale its purchase of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Transferred Rights from Seller in respect of the Assumed Obligations are irrevocable is irrevocable, and (b) Buyer Buyers shall have no recourse to Seller, Seller except for (i) Seller’s breaches of its representations, warranties or warranties, and covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement. 5.4 Except as otherwise expressly set forth in this Agreement, the obligations of Buyers set forth in this Agreement shall be joint and several.

Buyer’s Representations and Warranties. 5.1 Buyer represents and warrants to Seller Sellers as of the Agreement Date thatContract Date: (a) 8.1. Buyer (i) is duly organized and a validly existing formed limited partnership under the laws of its jurisdiction of organization or incorporationNorth Dakota, (ii) is in good standing under such laws in the state of North Dakota, and (iii) has full power and authority to execute, deliver and perform its obligations under, the Operative Documents to which it is or will become a party. (bbe at Closing) Buyer’s execution, delivery, and performance of qualified to do business in each state in which the Operative Documents to which it Land is or will become a party have not resulted and will not result in a breach or violation of any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets located. The parties executing this Agreement on behalf of Buyer is subject. (i) The Operative Documents are duly authorized to which so do. This Agreement and all documents to be delivered by Buyer is a party (A) pursuant to this Agreement have been duly and validly authorized, executed and delivered by Buyer and (B) are constitute the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except that such enforceability may be limited by bankruptcy, insolvency, or other similar laws of general applicability affecting the enforcement of creditors’ rights generally and by a court’s discretion in relation to equitable remedies; and (ii) No notice to, registration with, consent or approval of or any other action by any relevant Governmental Authority or other Entity, other than those that have already been obtained, is or will be required for . Buyer to execute, deliver, and perform its obligations under the Operative Documents to which Buyer is or will become a party. (d) Without characterizing the Participation as a “security” within the meaning of applicable securities laws, Buyer is not purchasing the Participation with a view towards the sale or distribution thereof in violation of the Securities Act; provided, however, that Buyer may resell the Participation if such resale is in compliance with Section 10. (e) Buyer (i) is a sophisticated Entity with respect to the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (ii) is able to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, all necessary authority and has made investments of a similar naturetaken all action necessary, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Xxxxx has relied upon Seller’s express representationsto consummate the transactions contemplated hereby, warrantiesand to perform its obligations hereunder. The execution, covenantsdelivery, agreements and indemnities in performance of this Agreement. Xxxxx acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in this Agreement, Buyer has not relied and Agreement will not rely on Seller to furnish conflict with or make available any documents constitute a breach or other information regarding the credit, affairs, financial condition or business of Borrower or any Obligor, or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges that default under (i) Seller currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, Borrower, Obligors or any organizational documents of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), Buyer; (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemniteematerial instrument, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in this Agreement. (h) At least one of the following is true: (i) no interest in the Participation is being acquired by or on behalf of an entity that iscontract, or at any time while the Participation other agreement to which Buyer is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunder, party; or (iii) the funds being used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning any statute or any regulation, order, judgment, or decree of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections any court or governmental or regulatory body. 8.2. Buyer: (a) is not in receivership or dissolution; (b) through has not made any assignment for the benefit of creditors or admitted in writing its inability to pay its debts as they mature; (gc) has not been adjudicated a bankrupt or filed a petition involuntary bankruptcy or a petition or answer seeking reorganization or an arrangement with creditors under the federal bankruptcy law or any other similar law or statute of Part I the United States or any jurisdiction and no such petition has been filed against Buyer or any of PTE 84-14its properties or affiliates, and to the best knowledge none of the individual making the investment decision foregoing are pending or, to purchase the Participation on behalf of Buyer's knowledge, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA) of the Participation, is being acquired by or on behalf of, and shall at any time be held by, Benefit Plansthreatened. (i) Buyer acknowledges that, (iIRET is subject to the reporting requirements of Sections 13 and 15(d) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and Exchange Act; (ii) without IRET has filed all reports, forms and documents required to be filed by it with the Securities and Exchange Commission ("SEC") in the three (3) years preceding the Contract Date; and (iii) all reports, forms and documents filed by IRET with the SEC were prepared in accordance with the requirements of the Act and the Exchange Act, as the case may be, and the rules and regulations thereunder, and did not at the time they were filed contain any way limiting untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. 8.4. The SEC has not issued any temporary or permanent administrative sanction against or in respect of IRET, including any injunction or cease and desist order. IRET has not received any notice from the SEC of the initiation or proposed initiation of proceedings against it. The SEC has not entered an order against or in respect of IRET converting a preliminary investigation into a formal investigation. IRET has not received a Xxxxx Notice from the staff of the SEC. No suspension of trading of Shares has occurred at any time. 8.5. IRET has met all requirements in respect of the Shares for listing of the Shares on the NASDAQ National Market. IRET has not received notice from NASDAQ that it is deficient in meeting the listing requirements for the NASDAQ National Market. It shall be a condition of Closing that the representations and warranties of Seller contained in this AgreementSection are true and correct at Closing. If Buyer learns that any of said representations or warranties has become inaccurate between the Contract Date and the Closing Date, it is assuming all risk with respect Buyer shall immediately notify Sellers in writing of such change. The Closing Date shall be automatically extended for ten (10) days in order to the accuracy or sufficiency of the Credit Documentsallow Buyer to cure such change. If Buyer cures such change, other than any representations, warranties or covenants made by Seller in then this Agreement or the Credit Documents to which Seller is a party. 5.2 Except as expressly stated in this Agreement shall continue and the Assignmentparties shall proceed to Closing. If Buyer does not cure such change, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that Sellers shall either (a) Seller’s sale of the Participation terminate this Agreement by written notice to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and Buyer, or (b) Buyer waive such rights to terminate and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement. If Sellers elect option (b) in the preceding sentence, the representations and warranties shall have no recourse be deemed to Sellerbe automatically amended to reflect said change. Buyer's acceptance of the Deed shall be deemed Buyer's certification that all of the foregoing representations and warranties remain true and correct as of the Closing Date, except for (i) Seller’s breaches of its representations, as if made on such date. The representations and warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated contained in this Agreementsection 8 shall survive Closing for the Survival Period.

Buyer’s Representations and Warranties. 5.1 As a material inducement to Seller to execute this Agreement and consummate the Closing, Buyer represents and warrants to Seller as of the Agreement Date that: (a) Buyer (i) has been duly formed or organized as a limited partnership, is duly organized and validly existing under the laws and, as of its jurisdiction of organization or incorporationClosing, (ii) is will be in good standing under such laws in the state of its formation or organization, and (iii) has full power is authorized to exercise all of its powers, rights and authority to execute, deliver and perform its obligations under, the Operative Documents to which it is or will become a partyprivileges. (b) Buyer’s executionBuyer has the power and authority, deliveryunder its Charter Documents, to own and operate its properties, to carry on its business as now conducted, and to enter into and perform its obligations under this Agreement. (c) All action on the part of the Buyer and its partners, owners, members, managers, officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of Buyer hereunder and completion of the Operative Documents to which it is transactions hereunder, has been taken or will become be taken prior to the expiration of the Due Diligence Period. This Agreement constitutes a party have not resulted legally binding and valid obligation of Buyer enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (d) The execution and delivery of this Agreement by Buyer and the performance by Buyer of its obligations pursuant hereto will not result in any violation of, be in conflict with, or constitute a breach default under, with or violation without the passage of time or the giving of notice: (x) any provision of (i) Buyer’s organizational documents, Charter Documents; (iiy) any statute, law, writ, order, rule or regulation provision of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject. (i) The Operative Documents order to which Buyer is a party or by which it or its property or assets are bound; or (Az) have been duly any statute, rule or governmental regulation applicable to Buyer or its property or assets. (e) The execution and validly authorized, executed and delivered delivery of this Agreement by Buyer and (B) are the legalperformance by Buyer of its obligations pursuant hereto will not result in any violation of, valid and binding obligations of Buyer, enforceable against Buyer be in accordance with their respective terms, except that such enforceability may be limited by bankruptcy, insolvencyconflict with, or other similar laws constitute a default under, with or without the passage of general applicability affecting time or the enforcement giving of creditors’ rights generally and by a court’s discretion in relation to equitable remedies; and (ii) No notice tonotice, registration with, consent any material contract or approval of or any other action by any relevant Governmental Authority or other Entity, other than those that have already been obtained, is or will be required for Buyer to execute, deliver, and perform its obligations under the Operative Documents agreement to which Buyer is or will become a party. (df) Without characterizing the Participation as a “security” within the meaning of applicable securities lawsThere is no action, Buyer is not purchasing the Participation with a view towards the sale suit, proceeding or distribution thereof in violation of the Securities Act; providedinvestigation pending or, however, that Buyer may resell the Participation if such resale is in compliance with Section 10. (e) Buyer (i) is a sophisticated Entity with respect to the purchase knowledge of Buyer, threatened in writing against Buyer that challenges the Participation and the agreement to reimburse Seller in respect validity of the Assumed Obligations, (ii) is able to bear the economic risk associated with the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iii) has adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the purchase of the Participation and the agreement to reimburse Seller in respect of the Assumed Obligations, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as or the right of Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except or that Xxxxx has relied upon Sellermight result, either individually or in the aggregate, in Buyer’s express representations, warranties, covenants, agreements and indemnities in inability to perform its obligations under this Agreement. Xxxxx acknowledges There is no judgment, decree or order of any court, arbitrator, tribunal or governmental or similar authority in effect against Buyer, and the Buyer is not in default with respect to any order of any court, arbitrator, tribunal or governmental or similar authority binding upon Buyer or by which it or its property or assets are bound that Seller has not given would prevent the Buyer any investment advice, credit information or opinion on whether the purchase of the Participation or the agreement to reimburse Seller in respect of the Assumed Obligations is prudent. (f) Except as otherwise provided in from performing its obligations under this Agreement, Buyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of Borrower or any Obligor, or any other matter concerning Borrower or any Obligor. (g) Xxxxx acknowledges Buyer is not acting, directly or indirectly for, or on behalf of, any person, group, entity or nation named by any 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 the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or other banned or blocked person, entity, or nation pursuant to any Law that (i) Seller currently may haveis enforced or administered by the Office of Foreign Assets Control, and later may come into possession is not engaging in the transactions described herein, directly or indirectly, on behalf of, information with respect to or instigating or facilitating the Transferred Rightstransactions described herein, the Assumed Obligationsdirectly or indirectly, Borroweron behalf of, Obligors any such person, group, entity or any of their respective Affiliates that is not known to Buyer and that may be material to a decision to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations (“Buyer Excluded Information”), (ii) Buyer has determined to purchase the Participation and agree to reimburse Seller in respect of the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) Seller shall have no liability to Buyer or any Buyer Indemnitee, and Buyer waives and releases any claims that it might have against Seller or any Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the Transaction; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations or warranties in this Agreementnation. (h) At least one of Buyer is acquiring the following is true: (i) no interest in the Participation is being acquired by or on behalf of an entity that isInterests for its own account, or at any time while the Participation is held thereby will be, one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (for investment purposes only and not with a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91- 38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect view to the purchase and holding of the Participation and the exercise of Buyer’s rights hereunder, or distribution (iii) the funds being as such term is used by Buyer to purchase the Participation are from a fund managed by a Qualified Professional Asset Manager within the meaning of Part VI of PTE 84-14, such manager made the investment decision on behalf of Buyer to purchase the Participation from Seller as contemplated by this Agreement, and the purchase of the Participation hereunder satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and to the best knowledge of the individual making the investment decision to purchase the Participation on behalf of Buyer, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied. In addition, less than 25%, in the aggregate (computed in accordance with Department of Labor Regulation 2510.3-101(f) as modified by Section 3(42) of ERISA2(11) of the ParticipationSecurities Act of 1933, as amended (the “Securities Act”)) thereof. Buyer understands that the Interests have not been registered under the Securities Act and cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is being acquired by or on behalf of, and shall at any time be held by, Benefit Plansavailable. (i) Buyer acknowledges that, (i) it has received copies of (A) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (B) any other Credit Documents requested by Buyer, and (ii) without in any way limiting the representations and warranties of Seller contained in this Agreement, it is assuming all risk with respect to the accuracy or sufficiency of the Credit Documents, other than any representations, warranties or covenants made by Seller in this Agreement or the Credit Documents to which Seller is a party. 5.2 Except as expressly stated in this Agreement and the Assignment, Buyer makes no representations or warranties, express or implied, with respect to the Transaction. 5.3 Buyer acknowledges that (a) Seller’s sale of the Participation to Xxxxx and Xxxxx’s agreement to reimburse Seller in respect of the Assumed Obligations are irrevocable and (b) Buyer shall have no recourse to Seller, except for (i) Seller’s breaches of its representations, warranties or covenants and (ii) Seller’s indemnities, in each case as expressly stated in this Agreement.