Common use of Closing Requirements Clause in Contracts

Closing Requirements. Seller, Hartman and Purchaser shall take the fxxxxxxxg actions ("Closing Requirements") at or prior to the Closing: 4.2.1. Seller shall take such actions and execute and deliver to Purchaser such bills of sale, certificates of title, endorsements, assignments, or other instruments, with all documentary or transfer taxes applicable thereto duly paid or provided for, as shall be necessary to vest in Purchaser at the Effective Time good and marketable title to the Purchased Assets and to assign to Purchaser such leases with respect to real property and other Purchased Contracts as are being assumed by Purchaser in connection herewith, together with all necessary consents of third parties applicable thereto, subject in each case to no liens, encumbrances, claims, restrictions, security interests, obligations, liabilities or rights in any other party whatsoever except for the Assumed Liabilities. 4.2.2. Seller shall have delivered to Purchaser a certified copy (certified by the Secretary of State of Florida) of Seller's Articles of Incorporation, including all amendments thereto and restatements thereof. 4.2.3. Seller shall have delivered to Purchaser a certified copy (certified by the Secretary or other appropriate officer of Seller) of Seller's Bylaws, including all amendments thereto and restatements thereof. 4.2.4. Seller shall have delivered to Purchaser certified copies (certified by the Secretary or other appropriate officer of Seller) of resolutions and/or consents setting forth the authorization and approval of the Board of Directors and shareholders of Seller of the execution, delivery and performance of this Agreement and all other agreements, documents and transactions pertaining hereto or contemplated hereby. 4.2.5. Seller and Hartman shall have executed and delivexxx xx Purchaser the Noncompetition and Confidentiality Agreement (as hereinafter defined and in the form of Exhibit A hereto). 4.2.6. Seller shall have delivered to Purchaser a certificate of the Secretary or other appropriate office of Seller dated the Closing Date certifying as to the incumbency of officers and Directors of Seller, the accuracy and completeness of the Articles of Incorporation and Bylaws of Seller, the continuing effectiveness of Seller's authorizing resolutions, and such additional matters as are customary for similar transactions and as Purchaser shall reasonably request. 4.2.7. Seller shall have delivered to Purchaser certificates of public officials as of a current date evidencing (a) the corporate existence of and compliance with all reporting requirements by Seller in the State of Florida, and (b) Seller's authorization to do business and good standing as a foreign corporation in the Commonwealth of Kentucky. 4.2.8. Purchaser shall have delivered to Seller certified copies (certified by the Secretary or other appropriate officer of PMI Administration, Inc., the sole general partner of Purchaser) of resolutions and/or consents setting forth the authorization and approval of the Board of Directors of PMI Administration, Inc. as general partner of Purchaser of the execution, delivery and performance of this Agreement and all other agreements, documents and transactions pertaining hereto or contemplated hereby. 4.2.9. Purchaser shall pay the Purchase Price to Seller. 4.2.10. Seller and Purchaser shall mutually execute and deliver such other agreements, instruments, certificates or other documents as shall be reasonably required or requested to effect the transactions contemplated hereby.

Closing Requirements. Seller, Hartman The Mortgage Lender represents and Purchaser shall take warrants to the fxxxxxxxg actions ("Closing Requirements") at Servicer that on or prior to the ClosingClosing Date, each Mortgage Loan shall have the following: 4.2.1. Seller shall take such actions (a) A hazard insurance policy (providing fire and execute and deliver to Purchaser such bills of saleextended coverage, certificates of title, endorsements, assignments, or other instrumentsincluding wind damage, with all documentary an inflation adjustment provision) on the mortgaged property issued by a company: (1) qualified to do business in the State; and (2) approved by or transfer taxes applicable thereto duly paid acceptable to the PMI or provided forGMI, as shall be necessary to vest in Purchaser at the Effective Time good and marketable title to the Purchased Assets and to assign to Purchaser such leases with respect to real property and other Purchased Contracts as are being assumed by Purchaser in connection herewith, together with all necessary consents of third parties applicable thereto, subject in each case to no liens, encumbrances, claims, restrictions, security interests, obligations, liabilities or rights in any other party whatsoever except for the Assumed Liabilitiesapplicable. 4.2.2. Seller shall have delivered to Purchaser a certified copy (certified b) If the Residence is located in an area having special flood hazards, as identified by the Secretary of State of Florida) of Seller's Articles of IncorporationHUD, including all amendments thereto and restatements thereof. 4.2.3. Seller flood insurance shall have delivered be maintained in the amount equal to Purchaser a certified copy (certified by the Secretary or other appropriate officer of Seller) of Seller's Bylaws, including all amendments thereto and restatements thereof. 4.2.4. Seller shall have delivered to Purchaser certified copies (certified by the Secretary or other appropriate officer of Seller) of resolutions and/or consents setting forth the authorization and approval lesser of the Board of Directors and shareholders of Seller outstanding principal balance of the executionMortgage Loan, delivery and performance the maximum allowable under the National Flood Insurance Program, or the insurable value, but never less than the amount sufficient to prevent application of this Agreement any co-insurance clause; (c) Each Mortgage Loan (and all other agreementsdocuments in connection therewith, documents and transactions pertaining hereto or contemplated hereby. 4.2.5. Seller and Hartman shall have executed and delivexxx xx Purchaser except the Noncompetition and Confidentiality Agreement (as hereinafter defined required appraisal) satisfies all applicable requirements set forth herein and in the form Program Documents; (d) Each Mortgage Loan will be made by the Mortgage Lender at the price set under the Program Documents, will be secured by a Deed of Exhibit A heretoTrust which shall constitute a first mortgage lien on a Single Family Residence occupied by Borrower as such Borrower's permanent place of residence and will be located within the boundaries of the State, will be made substantially in accordance with Mortgage Lender's then current standard underwriting policies, the underwriting standards set forth in Program Documents, and the requirements established hereby, subject to acceptance of insurer under the FHA Insurance, VA or RHS Guaranty or requirements of the PMI, will be made for the purpose of purchasing or providing permanent financing for such Residence and not for the purpose of refinancing any existing loan (except a construction period loan, a bridge loan or similar temporary initial financing which has a term of 24 months or less and that is acceptable to CDA), will have substantially level payments due the first day of each month, will have an original term of 360 months, will be made to an Eligible Borrower, as Borrower, and will contain the assumption restrictions required by Section 3.8 hereof and all other requirements of the Program Documents. 4.2.6. Seller (e) The principal amount of a Mortgage Loan will not exceed any applicable Loan-to-Value Ratios as established under the Program Documents and by the GMI, PMI and the applicable Mortgage Certificate; (f) As of the Purchase Date, the Mortgage Loan will be eligible for endorsement for insurance under either: (1) a binding commitment for FHA Insurance under Section 203(b), 203(k)or 234(c), of the National Housing Act of 1934; (2) a binding commitment for a VA or RHS Guaranty under the Serviceman's Readjustment Act of 1944; (3) a binding commitment for PMI; and such FHA Insurance, VA or RHS Guaranty, or Private Mortgage Guaranty shall be maintained in force and effect during all times such Mortgage Lender owns an interest in the Mortgage Loan under the Program; (g) As of the Purchase Date, the Mortgage Loan will be secured by the Deed of Trust as required under the Program Documents and must be current as to principal and interest payments due thereunder; (h) As of the Purchase Date, Mortgage Lender shall have in its possession with respect to the property financed by the Mortgage Loan and secured by the Deed of Trust, and an American Land Title Association approved mortgagee guarantee title insurance policy, preliminary policy or binder as required by and set forth in the Program Documents; (i) As of the Purchase Date, the improvements upon the real property subject to the Mortgage Loan will be covered by a valid and subsisting Standard Hazard Insurance Policy, condominium insurance and flood insurance, as applicable, and as required by the Program Documents; (j) The terms, covenants and conditions of the Mortgage Loan shall not have been and shall not prior to the Purchase be waived, altered, impaired or modified in any respect which would materially affect the value, validity, enforceability, prompt payment of the Mortgage Loan, or the enforceability of the lien securing the Mortgage Loan, except for such waivers, alterations and the like accomplished by Mortgage Lender prior to the Purchase Date acceptable under the Program Documents; (k) As of the Purchase Date, there shall be no delinquent tax or delinquent assessment lien against the property financed by the Mortgage Loan unless allowed by the Program Documents; (l) As of the Purchase Date, Mortgage Lender shall not have done any act to create an offset, defense or counterclaim to the Mortgage Loan, including the obligation of Borrower to pay the unpaid principal of and interest on the Mortgage Loan; (m) As of the Purchase Date, the Mortgage Loan must be secured by a residential first lien Deed of Trust or a subordinate lien Deed of Trust as specified in the Program Documents; (n) Mortgage Lender has reviewed applicable credit reports and related documents required in connection with any application by the potential Borrower to assure itself, prior to approving such application, that such potential Borrower has the capacity to repay the Mortgage Loan; (o) As of the Purchase Date, Mortgage Lender has no knowledge of any circumstances or condition with respect to Borrower, the Single Family Residence, the Mortgage Loan or any related document that could reasonably be expected to cause prudent private investors in the secondary market to regard the Mortgage Loan as an unacceptable investment, or cause the Mortgage Loan to become delinquent or to adversely affect the value or the marketability of the Mortgage Loan, and Mortgage Lender has no knowledge of any circumstances which would cause the invalidation or cancellation of the GMI or PMI of the Deed of Trust; (p) Borrower has agreed to make payments with respect to the Mortgage Loan in accordance with this Origination Agreement; (q) Each Mortgage and Assignment of Deed of Trust Note and Deed of Trust to Servicer shall have been executed and delivered to Purchaser a certificate the Servicer (or filed and properly recorded, if required by the Servicer) prior to the Purchase of the Secretary related Mortgage Loan, and any different or other appropriate office recording that might hereafter be required by Laws of Seller dated the Closing Date certifying as State to perfect the incumbency lien of officers real estate mortgages against the adverse or competing claims of third parties by giving public notice thereof shall also have been accomplished; (r) An assumption may only be permitted in accordance with Section 3.8 and Directors the Program Documents; (s) As of the Purchase Date, the Mortgage Lender has no knowledge or other reason to believe that any of the representations or other statements contained in the affidavits of Seller, Borrower and Mortgage Lender are not true and correct; (t) To the accuracy and completeness best knowledge of the Articles Mortgage Lender, Borrower has not assigned any of Incorporation its rights, title or Interest into or under the Mortgage Loan; and (u) To the best knowledge of the Mortgage Lender, all closing costs, fees and Bylaws charges in connection with the Mortgage Loan do not exceed the usual and reasonable costs which would be paid here financing is not provided through the use of Sellerthe proceeds of tax exempt bonds. (Note: If such settlement and financing costs, fees or similar charges exceed the amount which is usual and reasonable, the continuing effectiveness Mortgage Loan application shall be deemed deficient and the Mortgage Lender notified of Seller's authorizing resolutionssuch deficiency.) It is understood and agreed that the representations, warranties and covenants set forth in this Section shall survive the sale of the Mortgage Loans by the Mortgage Lender to Servicer and that the representations, warranties and covenants shall inure to the benefit of the transferees and assigns of Servicer which, under the Indenture, include CDA, Xxxxxx Mae, Xxxxxxx Mac, GNMA, and such additional matters as are customary for similar transactions and as Purchaser shall reasonably request. 4.2.7the Trustee. Seller shall have delivered to Purchaser certificates of public officials as Upon discovery by Mortgage Lender, Xxxxxx Mae, Xxxxxxx Mac, GNMA, Servicer or CDA of a current date evidencing (a) breach of any of the corporate existence foregoing representations, warranties and covenants which materially and adversely affects the value of and compliance with any Mortgage Loan or the interest of CDA in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the others. Within 60 days of its discovery or its receipt of notice of breach, the Mortgage Lender shall cure such breach in all reporting requirements by Seller material respects or shall purchase the Mortgage Loan in the State of Florida, manner and (b) Seller's authorization to do business and good standing as a foreign corporation in the Commonwealth amount set forth in Section 3.7 hereof. It is understood and agreed that the obligation of Kentucky. 4.2.8. Purchaser the Mortgage Lender to purchase the Mortgage Loan as to which a breach has occurred and is continuing shall have delivered to Seller certified copies (certified by the Secretary or other appropriate officer of PMI Administration, Inc., constitute the sole general partner of Purchaser) of resolutions and/or consents setting forth the authorization remedy respecting such breach available to CDA and approval of the Board of Directors of PMI Administration, Inc. as general partner of Purchaser of the execution, delivery and performance of this Agreement and all other agreements, documents and transactions pertaining hereto or contemplated herebyServicer where Mortgage Lender has acted in good faith. 4.2.9. Purchaser shall pay the Purchase Price to Seller. 4.2.10. Seller and Purchaser shall mutually execute and deliver such other agreements, instruments, certificates or other documents as shall be reasonably required or requested to effect the transactions contemplated hereby.

Closing Requirements. SellerAt the Closing, Hartman and the following shall occur: (a) The Purchaser shall take (A) pay to Parent (for subsequent distribution by Parent to the fxxxxxxxg actions Stock Sellers and the Business Sellers, under the sole responsibility of Parent, as set forth in Section 2.1), by wire transfer of immediately available funds to the account designated by Parent on or before the second Business Day prior to the Closing Date, any amount referred to in Article II as payable on the Closing Date, and ("B) deliver to Parent the Note; (b) Subject to the terms and conditions hereof, Parent will cause the respective Stock Sellers and Business Sellers to, and the Purchaser will, consummate the transactions under the various Local Agreements, as set forth on Schedule 8.6(b) hereto, providing for the sale, transfer, assignment or other direct or indirect conveyance of the Transferred Assets and the Transferred Stock to Purchaser, effective as of the Closing Requirements"Date. (c) The parties shall execute and cause to be executed the following agreements: – The Transition Services Agreements (as defined in Section 6.11); – The transitional intellectual property license agreement referred to in Section 6.12; – The escrow agreement referred to in Section 6.2(b); and – The agreement relating to Parent’s indemnification of Purchaser for obligations arising under the German pension funds. Each relevant Stock Seller shall deliver or cause to be delivered letters of resignation of the board members and auditors or, as the case may be, the general partner, of each relevant Transferred Subsidiary in accordance with Section 6.10; (d) Each Business Seller shall deliver, and each Stock Seller shall cause each Transferred Subsidiary to deliver, resolutions of the board of management, supervisory board, board of directors, or obtain a vote of shareholders at a general meeting of such shareholders of such Business Seller or such Transferred Subsidiary acknowledging or approving the transfer of the Transferred Stock and Transferred Assets and the assumption of the Assumed Liabilities, wherever any such acknowledgement or approval is required by law or under the constitutional documents of such Business Seller or Transferred Subsidiary; (f) Parent shall deliver to the Purchaser a certificate dated the Closing Date attesting the representations and warranties of Parent, for its own account or on behalf of the Stock Sellers, the Business Sellers or the Transferred Subsidiaries, contained in this Agreement are true and correct in all respects, as of the time of the Closing as though made as of such time. (e) The Purchaser shall deliver to Parent a certificate dated the Closing Date attesting the representations and warranties of the Purchaser contained in this Agreement are true and correct in all respects, as of the time of the Closing as though made as of such time. (f) Parent shall deliver to the Purchaser a certificate dated the Closing Date attesting all of the obligations and covenants of Parent, for its own account or on behalf of the Stock Sellers, the Business Sellers or the Transferred Subsidiaries, (including the Secondary Transfers) required to be performed at or prior to the Closing:Closing pursuant to the terms hereof shall have been duly performed in all material respects. 4.2.1. Seller (g) The Purchaser shall take such actions and execute and deliver to Purchaser such bills of sale, certificates of title, endorsements, assignments, or other instruments, with all documentary or transfer taxes applicable thereto duly paid or provided for, as shall be necessary to vest in Purchaser at the Effective Time good and marketable title to the Purchased Assets and to assign to Purchaser such leases with respect to real property and other Purchased Contracts as are being assumed by Purchaser in connection herewith, together with all necessary consents of third parties applicable thereto, subject in each case to no liens, encumbrances, claims, restrictions, security interests, obligations, liabilities or rights in any other party whatsoever except for the Assumed Liabilities. 4.2.2. Seller shall have delivered to Purchaser a certified copy (certified by the Secretary of State of Florida) of Seller's Articles of Incorporation, including all amendments thereto and restatements thereof. 4.2.3. Seller shall have delivered to Purchaser a certified copy (certified by the Secretary or other appropriate officer of Seller) of Seller's Bylaws, including all amendments thereto and restatements thereof. 4.2.4. Seller shall have delivered to Purchaser certified copies (certified by the Secretary or other appropriate officer of Seller) of resolutions and/or consents setting forth the authorization and approval of the Board of Directors and shareholders of Seller of the execution, delivery and performance of this Agreement and all other agreements, documents and transactions pertaining hereto or contemplated hereby. 4.2.5. Seller and Hartman shall have executed and delivexxx xx Purchaser the Noncompetition and Confidentiality Agreement (as hereinafter defined and in the form of Exhibit A hereto). 4.2.6. Seller shall have delivered to Purchaser Parent a certificate of the Secretary or other appropriate office of Seller dated the Closing Date certifying as attesting all of the obligations and covenants of the Purchaser required to be performed at or prior to the incumbency of officers and Directors of Seller, Closing pursuant to the accuracy and completeness of the Articles of Incorporation and Bylaws of Seller, the continuing effectiveness of Seller's authorizing resolutions, and such additional matters as are customary for similar transactions and as Purchaser terms hereof shall reasonably requesthave been duly performed in all material respects. 4.2.7. Seller shall have delivered (h) All other payments required to Purchaser certificates of public officials as of be made by a current date evidencing party on the Closing Date pursuant to this Agreement or any other agreement signed prior to the Closing Date (a) including the corporate existence of and compliance with all reporting requirements by Seller one referred to in the State of Florida, and Section 6.6 (b) Seller's authorization (iii) an the one referred to do business in Section 6.7 (d)) shall be paid; (i) All other documents, instruments and good standing writings required to be delivered by a party at or prior to the Closing Date pursuant to this Agreement shall be delivered (if not previously delivered) to the party entitled thereto, including, for the avoidance of doubt, all documents evidencing the satisfaction or waiver of the conditions or requirements set forth in Article VIII: and (j) Parent will cause each Stock Seller to cause each Transferred Subsidiary to deliver (i) resolutions of its respective board of management, supervisory board or board of directors approving, for purposes of submission to the statutory auditors, the December 31, 2004 financial statements of such entity, (ii) the unaudited financial statements as a foreign corporation in of and for December 31, 2004 and (iii) to the Commonwealth extent they can be prepared prior to completion of Kentucky. 4.2.8. Purchaser shall have delivered to Seller certified copies (certified the audit by the Secretary or statutory auditors, management reports (“rapport de gestion”)(and other appropriate officer of PMI Administration, Inc., the sole general partner of Purchaser) of resolutions and/or consents setting forth the authorization and approval documents required for purposes of the Board of Directors of PMI Administration, Inc. as general partner of Purchaser of the execution, delivery and performance of this Agreement and all other agreements, documents and transactions pertaining hereto or contemplated herebystatutory auditors’ review) on such financial statements. 4.2.9. Purchaser shall pay the Purchase Price to Seller. 4.2.10. Seller and Purchaser shall mutually execute and deliver such other agreements, instruments, certificates or other documents as shall be reasonably required or requested to effect the transactions contemplated hereby.

Closing Requirements. Seller(a) The consummation of the purchase and sale of the Loans shall take place at 5:01 p.m. on January 31, Hartman 2006 (the "Closing"), at the offices of Heritage Bank of Commerce, 000 Xxxxxxx Xxxx, Xxx Xxxx, Xxxxxxxxxx 00000; provided however, if the purchase and sale of the Loans are not consummated by January 31, 2006, then Seller shall permit further due diligence of the Loans by Purchaser. (b) Purchaser shall take pay to Seller an amount equal to the fxxxxxxxg actions outstanding principal amount, also referred to as the “active balance” within Distinctive Solutions and such amounts within Seller’s ITI systems, of all the Loans as of the Closing, plus accrued interest, fees and expenses ("Exhibit D) thereon (except the Purchase Price attributable to the Loan(s) to *** shall be the net principal balance after all prior charge offs, which as of the date hereof, equals *** as of January 31, 2006]) less any unearned loan fees to be paid to Seller by wire transfer of immediately available federal funds as Seller shall direct. Seller is to be reimbursed for any reasonable costs after the Closing Requirements"directly relating to the Loans; provided however, such costs shall not include any costs resulting from any breach of this Purchase Agreement by Seller or any costs which are Seller’s responsibility under this Purchase Agreement. (c) At Closing, and as a condition of Seller's obligations under this Purchase Agreement, any payments in respect of interest or other sums periodically due on the Loans which are paid or payable for the month in which the Closing occurs will be prorated as of the Closing. (d) At Closing, all escrows, if any, then held by Seller and any account records reflecting amounts actually held in escrow by Seller at Closing, if any, for taxes, governmental assessments and insurance premiums, water, sewer and municipal charges, deposits, transferable security deposits, replacement reserves or other escrowed funds relating to the Loans shall be paid over to Purchaser. (e) At or prior to the Closing: 4.2.1. , Seller shall take such actions at its sole cost and execute expense prepare and deliver to Purchaser such bills of sale, certificates of title, endorsements, assignments, or other instruments, with all documentary or transfer taxes applicable thereto duly paid or provided for, as shall be necessary to vest in Purchaser at the Effective Time good and marketable title mail to the Purchased Assets insurer for the Loans, a notice of assignment and a request for an endorsement of each policy of insurance deleting Seller and naming Purchaser and its successors and/or assigns as the loss payee and additional insured named therein in a form satisfactory to assign to Purchaser such leases Purchaser. (f) At Closing, with respect to real property and other Purchased Contracts as are being assumed each Loan, Seller shall: (i) deliver the original note for such Loan, endorsed without recourse by Purchaser allonge in connection herewith, together with all necessary consents of third parties applicable thereto, subject blank in each case to no liens, encumbrances, claims, restrictions, security interests, obligations, liabilities or rights in any other party whatsoever except for the Assumed Liabilities. 4.2.2. Seller shall have delivered to Purchaser a certified copy (certified by the Secretary of State of Florida) of Seller's Articles of Incorporation, including all amendments thereto and restatements thereof. 4.2.3. Seller shall have delivered to Purchaser a certified copy (certified by the Secretary or other appropriate officer of Seller) of Seller's Bylaws, including all amendments thereto and restatements thereof. 4.2.4. Seller shall have delivered to Purchaser certified copies (certified by the Secretary or other appropriate officer of Seller) of resolutions and/or consents setting forth the authorization and approval of the Board of Directors and shareholders of Seller of the execution, delivery and performance of this Agreement and all other agreements, documents and transactions pertaining hereto or contemplated hereby. 4.2.5. Seller and Hartman shall have executed and delivexxx xx Purchaser the Noncompetition and Confidentiality Agreement (as hereinafter defined and in substantially the form of Exhibit A B annexed hereto). 4.2.6. Seller , which allonge shall have delivered to Purchaser a certificate of the Secretary or other appropriate office of Seller dated the Closing Date certifying as be firmly affixed to the incumbency note; (ii) deliver the original mortgage (or a true and complete photocopy thereof) related to such Loan and an executed assignment of officers such mortgage and Directors the other recorded Loan Documents in blank in substantially the form of SellerExhibit C annexed hereto, the accuracy and completeness of the Articles of Incorporation and Bylaws of Seller, the continuing effectiveness of Seller's authorizing resolutions, and with such additional matters as are customary for similar transactions and as Purchaser shall reasonably request. 4.2.7. Seller shall have delivered to Purchaser certificates of public officials as of a current date evidencing (a) the corporate existence of and compliance with all reporting requirements by Seller in the State of Florida, and (b) Seller's authorization to do business and good standing as a foreign corporation in the Commonwealth of Kentucky. 4.2.8. Purchaser shall have delivered to Seller certified copies (certified by the Secretary or other appropriate officer of PMI Administration, Inc., the sole general partner of Purchaser) of resolutions and/or consents setting forth the authorization and approval of the Board of Directors of PMI Administration, Inc. as general partner of Purchaser of the execution, delivery and performance of this Agreement and all other agreements, documents and transactions pertaining hereto or contemplated hereby. 4.2.9. Purchaser shall pay the Purchase Price to Seller. 4.2.10. Seller and Purchaser shall mutually execute and deliver such other agreements, instruments, certificates or other documents modifications as shall be customary and appropriate under local laws for recording in the land records in the jurisdiction in which the related mortgaged property is located (the "Assignment"); (iii) authorize assignments of UCC financing statements, if any, pertaining to the Loans; (iv) with respect to any depository accounts, certificates of deposit and investment accounts which are a part of the collateral for any of the Loans, notify any depository bank or financial institution at which such depository accounts, certificates of deposit and investment accounts are located, that Seller’s rights therein have been assigned to Purchaser and request acknowledgement of same to Purchaser and to request the delivery of any lockbox control agreements, securities account control agreements, operating account control agreements and deposit account control agreements (or an assignment or amendment thereto) with respect to any operating or deposit account control agreement, in form and substance reasonably required satisfactory to Purchaser necessary to evidence Purchaser’s control of such accounts and arrange for the orderly transfer of any accounts that are held at Seller to Purchaser; (v) deliver to Purchaser an original counterpart of each other Loan Document (including without limitation, any possessory collateral such as stock certificates, notes, instruments and/or title certificates for any motor vehicles (and/or cause such title certificates to be re-issued to evidence Purchaser’s security interest therein) or, in the event that Seller is unable to locate an original counterpart of any such Loan Document, a true and complete photocopy thereof; and (vi) deliver to Purchaser copies of all records concerning the Loans. (g) At Closing, Purchaser shall: (i) issue a back-up letter of credit for the benefit of Seller to each existing letter of credit issued by Seller for the benefit of any borrower or requested any other person or entity on account of or related to effect any obligation or liability arising under the transactions contemplated herebyLoan Documents; and (ii) immediately notify all account debtors, or cause account debtors to be notified, of the transfer of the Loans hereunder and to cause remittance checks to be made payable to Purchaser.

Closing Requirements. Seller, Hartman The Mortgage Lender represents and Purchaser shall take warrants to the fxxxxxxxg actions ("Closing Requirements") at Servicer that on or prior to the ClosingClosing Date, each Mortgage Loan shall have the following: 4.2.1. Seller shall take such actions (a) A hazard insurance policy (providing fire and execute and deliver to Purchaser such bills of saleextended coverage, certificates of title, endorsements, assignments, or other instrumentsincluding wind damage, with all documentary an inflation adjustment provision) on the mortgaged property issued by a company: (1) qualified to do business in the State; and (2) approved by or transfer taxes applicable thereto duly paid acceptable to the PMI or provided forGMI, as shall be necessary to vest in Purchaser at the Effective Time good and marketable title to the Purchased Assets and to assign to Purchaser such leases with respect to real property and other Purchased Contracts as are being assumed by Purchaser in connection herewith, together with all necessary consents of third parties applicable thereto, subject in each case to no liens, encumbrances, claims, restrictions, security interests, obligations, liabilities or rights in any other party whatsoever except for the Assumed Liabilitiesapplicable. 4.2.2. Seller shall have delivered to Purchaser a certified copy (certified b) If the Residence is located in an area having special flood hazards, as identified by the Secretary of State of Florida) of Seller's Articles of IncorporationHUD, including all amendments thereto and restatements thereof. 4.2.3. Seller flood insurance shall have delivered be maintained in the amount equal to Purchaser a certified copy (certified by the Secretary or other appropriate officer of Seller) of Seller's Bylaws, including all amendments thereto and restatements thereof. 4.2.4. Seller shall have delivered to Purchaser certified copies (certified by the Secretary or other appropriate officer of Seller) of resolutions and/or consents setting forth the authorization and approval lesser of the Board of Directors and shareholders of Seller outstanding principal balance of the executionMortgage Loan or the insurable value, delivery and performance but never less than the amount sufficient to prevent application of this Agreement any co-insurance clause; (c) Each Mortgage Loan (and all other agreementsdocuments in connection therewith, documents and transactions pertaining hereto or contemplated hereby. 4.2.5. Seller and Hartman shall have executed and delivexxx xx Purchaser except the Noncompetition and Confidentiality Agreement (as hereinafter defined required appraisal) satisfies all applicable requirements set forth herein and in the form Program Documents; (d) Each Mortgage Loan will be made by the Mortgage Lender at the price set under the Program Documents, will be secured by a Deed of Exhibit A heretoTrust which shall constitute a first mortgage lien on a Single Family Residence occupied by Borrower as such Borrower's permanent place of residence and will be located within the boundaries of the State, will be made substantially in accordance with Mortgage Lender's then current standard underwriting policies, the underwriting standards set forth in Program Documents, and the requirements established hereby, subject to acceptance of insurer under the FHA Insurance, VA or RHS Guaranty or requirements of the PMI, will be made for the purpose of purchasing or providing permanent financing for such Residence and not for the purpose of refinancing any existing loan (except a construction period loan, a bridge loan or similar temporary initial financing which has a term of 24 months or less and that is acceptable to CDA), will have substantially level payments due the first day of each month, will have an original term of 360 months, will be made to an Eligible Borrower, as Borrower, and will contain the assumption restrictions required by Section 3.8 hereof and all other requirements of the Program Documents. 4.2.6. Seller (e) The principal amount of a Mortgage Loan will not exceed any applicable Loan-to-Value Ratios as established under the Program Documents and by the GMI, PMI and the applicable Mortgage Certificate; (f) As of the Purchase Date, the Mortgage Loan will be eligible for endorsement for insurance under either: (1) a binding commitment for FHA Insurance under Section 203(b), 203(k)or 234(c), of the National Housing Act of 1934; (2) a binding commitment for a VA or RHS Guaranty under the Serviceman's Readjustment Act of 1944; (3) a binding commitment for PMI; and such FHA Insurance, VA or RHS Guaranty, or Private Mortgage Guaranty shall be maintained in force and effect during all times such Mortgage Lender owns an interest in the Mortgage Loan under the Program; (g) As of the Purchase Date, the Mortgage Loan will be secured by the Deed of Trust as required under the Program Documents and must be current as to principal and interest payments due thereunder; (h) As of the Purchase Date, Mortgage Lender shall have in its possession with respect to the property financed by the Mortgage Loan and secured by the Deed of Trust, and an American Land Title Association approved mortgagee guarantee title insurance policy, preliminary policy or binder as required by and set forth in the Program Documents; (i) As of the Purchase Date, the improvements upon the real property subject to the Mortgage Loan will be covered by a valid and subsisting Standard Hazard Insurance Policy, condominium insurance and flood insurance, as applicable, and as required by the Program Documents; (j) The terms, covenants and conditions of the Mortgage Loan shall not have been and shall not prior to the Purchase be waived, altered, impaired or modified in any respect which would materially affect the value, validity, enforceability, prompt payment of the Mortgage Loan, or the enforceability of the lien securing the Mortgage Loan, except for such waivers, alterations and the like accomplished by Mortgage Lender prior to the Purchase Date acceptable under the Program Documents; (k) As of the Purchase Date, there shall be no delinquent tax or delinquent assessment lien against the property financed by the Mortgage Loan unless allowed by the Program Documents; (l) As of the Purchase Date, Mortgage Lender shall not have done any act to create an offset, defense or counterclaim to the Mortgage Loan, including the obligation of Borrower to pay the unpaid principal of and interest on the Mortgage Loan; (m) As of the Purchase Date, the Mortgage Loan must be secured by a residential first lien Deed of Trust or a subordinate lien Deed of Trust as specified in the Program Documents; (n) Mortgage Lender has reviewed applicable credit reports and related documents required in connection with any application by the potential Borrower to assure itself, prior to approving such application, that such potential Borrower has the capacity to repay the Mortgage Loan; (o) As of the Purchase Date, Mortgage Lender has no knowledge of any circumstances or condition with respect to Borrower, the Single Family Residence, the Mortgage Loan or any related document that could reasonably be expected to cause prudent private investors in the secondary market to regard the Mortgage Loan as an unacceptable investment, or cause the Mortgage Loan to become delinquent or to adversely affect the value or the marketability of the Mortgage Loan, and Mortgage Lender has no knowledge of any circumstances which would cause the invalidation or cancellation of the GMI or PMI of the Deed of Trust; (p) Borrower has agreed to make payments with respect to the Mortgage Loan in accordance with this Origination Agreement; (q) Each Mortgage and Assignment of Deed of Trust Note and Deed of Trust to Servicer shall have been executed and delivered to Purchaser a certificate the Servicer (or filed and properly recorded, if required by the Servicer) prior to the Purchase of the Secretary related Mortgage Loan, and any different or other appropriate office recording that might hereafter be required by Laws of Seller dated the Closing Date certifying as State to perfect the incumbency lien of officers real estate mortgages against the adverse or competing claims of third parties by giving public notice thereof shall also have been accomplished; (r) An assumption may only be permitted in accordance with Section 3.8 and Directors the Program Documents; (s) As of the Purchase Date, the Mortgage Lender has no knowledge or other reason to believe that any of the representations or other statements contained in the affidavits of Seller, Borrower and Mortgage Lender are not true and correct; (t) To the accuracy and completeness best knowledge of the Articles Mortgage Lender, Borrower has not assigned any of Incorporation its rights, title or Interest into or under the Mortgage Loan; and (u) To the best knowledge of the Mortgage Lender, all closing costs, fees and Bylaws charges in connection with the Mortgage Loan do not exceed the usual and reasonable costs which would be paid here financing is not provided through the use of Sellerthe proceeds of tax exempt bonds. (Note: If such settlement and financing costs, fees or similar charges exceed the amount which is usual and reasonable, the continuing effectiveness Mortgage Loan application shall be deemed deficient and the Mortgage Lender notified of Seller's authorizing resolutionssuch deficiency.) It is understood and agreed that the representations, warranties and covenants set forth in this Section shall survive the sale of the Mortgage Loans by the Mortgage Lender to Servicer and that the representations, warranties and covenants shall inure to the benefit of the transferees and assigns of Servicer which, under the Indenture, include CDA, Xxxxxx Mae, Xxxxxxx Mac, GNMA, and such additional matters as are customary for similar transactions and as Purchaser shall reasonably request. 4.2.7the Trustee. Seller shall have delivered to Purchaser certificates of public officials as Upon discovery by Mortgage Lender, Xxxxxx Mae, Xxxxxxx Mac, GNMA, Servicer or CDA of a current date evidencing (a) breach of any of the corporate existence foregoing representations, warranties and covenants which materially and adversely affects the value of and compliance with any Mortgage Loan or the interest of CDA in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the others. Within 60 days of its discovery or its receipt of notice of breach, the Mortgage Lender shall cure such breach in all reporting requirements by Seller material respects or shall purchase the Mortgage Loan in the State of Florida, manner and (b) Seller's authorization to do business and good standing as a foreign corporation in the Commonwealth amount set forth in Section 3.7 hereof. It is understood and agreed that the obligation of Kentucky. 4.2.8. Purchaser the Mortgage Lender to purchase the Mortgage Loan as to which a breach has occurred and is continuing shall have delivered to Seller certified copies (certified by the Secretary or other appropriate officer of PMI Administration, Inc., constitute the sole general partner of Purchaser) of resolutions and/or consents setting forth the authorization remedy respecting such breach available to CDA and approval of the Board of Directors of PMI Administration, Inc. as general partner of Purchaser of the execution, delivery and performance of this Agreement and all other agreements, documents and transactions pertaining hereto or contemplated herebyServicer where Mortgage Lender has acted in good faith. 4.2.9. Purchaser shall pay the Purchase Price to Seller. 4.2.10. Seller and Purchaser shall mutually execute and deliver such other agreements, instruments, certificates or other documents as shall be reasonably required or requested to effect the transactions contemplated hereby.

Closing Requirements. SellerUpon the closing date of such purchase by the Tenant of the Leased Property pursuant to the purchase option contained in Article 15 of this Lease, Hartman and Purchaser such date being the Expiration Date, the Tenant shall take pay to the fxxxxxxxg actions Trustee or, if no Bonds shall be Outstanding, to the Landlord, or to any persons designated by the Landlord in a written notice delivered by the Landlord to the Tenant not less than three ("Closing Requirements"3) at or days prior to the Closingclosing date, by certified check, bank check or in federal funds, as the Trustee or the Landlord may designate, at the place within the continental United States designated in such notice, the purchase price therefor specified in Section 15.2 herein, and the following shall then occur: 4.2.1. Seller (a) The Landlord shall take such actions and execute and deliver to Purchaser the Tenant such documents, including without limitation deeds, assignments of leases and bills of sale, certificates of title, endorsements, assignments, or other instruments, with all documentary or transfer taxes applicable thereto duly paid or provided for, as shall be necessary to vest in Purchaser at convey and transfer the Effective Time good and marketable title to each Individual Property to the Purchased Assets Tenant or, in the case of any Individual Property which is ground leased by the Landlord, to assign the Landlord's interest in such Individual Property to the Tenant; provided, however, that in the case of the assignment of any such ground lease, the Landlord shall also provide to the Tenant evidence of the ground lessor's consent to such assignment; (b) The Tenant shall pay (or reimburse the Landlord for) all costs, fees and charges incident to such conveyance and transfer, including, without limitation, reasonable counsel fees, escrow fees, recording fees, title insurance premiums, mortgage prepayment penalties and all applicable federal, state and local taxes (other than federal income taxes and state and local taxes imposed upon or measured by net income) which may be incurred or imposed by reason of such conveyance and transfer and by reason of the delivery and/or recording of such deed and such other instruments; (c) The Tenant shall transmit written notice to the Landlord directing the Landlord to cause the optional redemption of any and all Bonds Outstanding; (d) Upon (i) receipt by the Landlord of the notice described in Section 21.2(c) and (ii) the receipt by the Trustee of the purchase price of the Leased Property, the Landlord shall promptly cause the Trustee to redeem any and all Bonds Outstanding pursuant to the terms of the Indenture and to assign apply all or a portion of the purchase price to Purchaser the redemption of such leases Outstanding Bonds; and (e) Upon (i) completion of the purchase of the Leased Property pursuant to this Article 21, (ii) the payment of the purchase price therefor specified herein, and (iii) the optional redemption of all Bonds Outstanding, but not prior to the occurrence of (i), (ii) and (iii) herein, this Lease and all obligations hereunder (including the obligations to pay the Basic Rent and Supplemental Rent) shall terminate with respect to real property the Leased Property except with respect to actual or contingent obligations and other Purchased Contracts as are being assumed by Purchaser in connection herewith, together with all necessary consents of third parties applicable thereto, subject in each case to no liens, encumbrances, claims, restrictions, security interests, obligations, liabilities or rights in any other party whatsoever except for the Assumed Liabilities. 4.2.2. Seller shall have delivered to Purchaser a certified copy (certified by the Secretary of State of Florida) of Seller's Articles of Incorporation, including all amendments thereto and restatements thereof. 4.2.3. Seller shall have delivered to Purchaser a certified copy (certified by the Secretary or other appropriate officer of Seller) of Seller's Bylaws, including all amendments thereto and restatements thereof. 4.2.4. Seller shall have delivered to Purchaser certified copies (certified by the Secretary or other appropriate officer of Seller) of resolutions and/or consents setting forth the authorization and approval of the Board of Directors and shareholders of Seller of the execution, delivery and performance of Tenant under this Agreement and all other agreements, documents and transactions pertaining hereto Lease which arose on or contemplated herebyprior to such closing date. 4.2.5. Seller and Hartman shall have executed and delivexxx xx Purchaser the Noncompetition and Confidentiality Agreement (as hereinafter defined and in the form of Exhibit A hereto). 4.2.6. Seller shall have delivered to Purchaser a certificate of the Secretary or other appropriate office of Seller dated the Closing Date certifying as to the incumbency of officers and Directors of Seller, the accuracy and completeness of the Articles of Incorporation and Bylaws of Seller, the continuing effectiveness of Seller's authorizing resolutions, and such additional matters as are customary for similar transactions and as Purchaser shall reasonably request. 4.2.7. Seller shall have delivered to Purchaser certificates of public officials as of a current date evidencing (a) the corporate existence of and compliance with all reporting requirements by Seller in the State of Florida, and (b) Seller's authorization to do business and good standing as a foreign corporation in the Commonwealth of Kentucky. 4.2.8. Purchaser shall have delivered to Seller certified copies (certified by the Secretary or other appropriate officer of PMI Administration, Inc., the sole general partner of Purchaser) of resolutions and/or consents setting forth the authorization and approval of the Board of Directors of PMI Administration, Inc. as general partner of Purchaser of the execution, delivery and performance of this Agreement and all other agreements, documents and transactions pertaining hereto or contemplated hereby. 4.2.9. Purchaser shall pay the Purchase Price to Seller. 4.2.10. Seller and Purchaser shall mutually execute and deliver such other agreements, instruments, certificates or other documents as shall be reasonably required or requested to effect the transactions contemplated hereby.

Closing Requirements. SellerThe issue and sale of the Units and the release of the funds from the Escrow Account to the Trust shall be subject to the accuracy on and as of the Closing Date of, Hartman and Purchaser compliance on each Closing Date with, the representations and warranties of the Managing Owner, the Selling Agent and the Clearing Broker herein and the performance by the Trust, the Managing Owner, the Selling Agent and the Clearing Broker of their obligations hereunder and the following conditions: (a) The Trust, the Selling Agent and the Clearing Broker shall take have received a certificate of the fxxxxxxxg actions Managing Owner executed by an officer of the Managing Owner, which shall state that ("i) no order suspending the effectiveness of the Registration Statement, as it may be amended, or prohibiting the sale of the Units is in effect and no proceedings for such purpose are pending before or, to the knowledge of such officers, threatened by the SEC, (ii) no adverse comments or deficiency notices relating to the Prospectus have been received from the CFTC or NFA which have not been responded to the satisfaction of such agencies and (iii) the representations and warranties of the Managing Owner contained herein are true and correct on and as of the Closing Requirements") Date, and the Managing Owner and the Trust, as the case may be, have performed all covenants and agreements herein contained to be performed on their respective parts at or prior to the Closingdate of the certificate. (b) At the initial Closing Date, Sidley & Austin, counsel to the Managing Owner, shall deliver to all the parties hereto its opinion, in form and substance satisfactory to each of the parties hereto, to the effect that: 4.2.1. Seller shall take such actions (i) Upon payment of the consideration therefor specified in the accepted Subscription Agreements and execute Powers of Attorney, the Units will constitute valid units of beneficial interest in the Trust and deliver to Purchaser such bills of saleeach subscriber who purchases Units will become a Unitholder, certificates of title, endorsements, assignments, or other instruments, with all documentary or transfer taxes applicable thereto duly paid or provided for, as shall be necessary to vest in Purchaser at the Effective Time good and marketable title subject to the Purchased Assets requirement that each such purchaser shall have duly completed, executed and delivered to assign the Trust a Subscription Agreement and Power of Attorney relating to Purchaser the Units purchased by such leases with respect to real property party, that such purchaser meets all applicable suitability standards as set forth in the Prospectus and other Purchased Contracts as that the representations and warranties of such purchaser in the Subscription Agreement and Power of Attorney are being assumed by Purchaser in connection herewith, together with all necessary consents of third parties applicable thereto, subject in each case to no liens, encumbrances, claims, restrictions, security interests, obligations, liabilities or rights in true and correct. (ii) The Trust need not effect any other party whatsoever except for filings or qualifications under the Assumed Liabilities. 4.2.2. Seller shall have delivered to Purchaser a certified copy (certified by the Secretary of State of Florida) of Seller's Articles of Incorporation, including all amendments thereto and restatements thereof. 4.2.3. Seller shall have delivered to Purchaser a certified copy (certified by the Secretary or other appropriate officer of Seller) of Seller's Bylaws, including all amendments thereto and restatements thereof. 4.2.4. Seller shall have delivered to Purchaser certified copies (certified by the Secretary or other appropriate officer of Seller) of resolutions and/or consents setting forth the authorization and approval laws of the Board United States and the States of Directors Illinois and shareholders of Seller New York in order to preserve the status of the execution, delivery and performance of Trust as a business trust or to enable the Trust to perform its obligations under this Agreement and all other agreements, documents and transactions pertaining hereto or contemplated herebyto conduct the business in which it proposes to be engaged as described in the Prospectus. 4.2.5. Seller and Hartman shall have executed and delivexxx xx Purchaser the Noncompetition and Confidentiality Agreement (as hereinafter defined and in the form of Exhibit A hereto). 4.2.6. Seller shall have delivered to Purchaser a certificate of the Secretary or other appropriate office of Seller dated the Closing Date certifying as to the incumbency of officers and Directors of Seller, the accuracy and completeness of the Articles of Incorporation and Bylaws of Seller, the continuing effectiveness of Seller's authorizing resolutions, and such additional matters as are customary for similar transactions and as Purchaser shall reasonably request. 4.2.7. Seller shall have delivered to Purchaser certificates of public officials as of a current date evidencing (aiii) the corporate existence of and compliance with all reporting requirements by Seller in the State of Florida, and (b) Seller's authorization The Managing Owner is qualified to do business and is in good standing as a foreign corporation in each other jurisdiction in which the Commonwealth of Kentuckyfailure to so qualify might, in their opinion, reasonably be expected to result in material adverse consequences to the Trust. 4.2.8(iv) Each of the Managing Owner (including the principals, as defined in the Commodity Act, of the Managing Owner) and the Trust has all Federal and Illinois and New York State governmental and regulatory licenses and approvals and has received or made all filings and registrations with Federal and Illinois and New York State governmental and regulatory agencies necessary in order for each of the Managing Owner and the Trust to conduct its business as described in the Registration Statement and Prospectus, and, to the best of their knowledge, none of such approvals, licenses or registrations have been rescinded or revoked. (v) Each of the Trust Agreement, the Customer Agreement and this Agreement, assuming that such agreements are legal, valid and binding on the other parties hereto and thereto, constitutes a legal, valid and binding agreement of the Managing Owner or the Trust (as the case may be) enforceable in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability relating to 10 11 or affecting the enforcement of creditors' rights and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (vi) The execution and delivery of this Agreement, the Trust Agreement and the Customer Agreement and the incurrence of the obligations herein and therein set forth and the consummation of the transactions contemplated herein and therein and in the Prospectus, to their knowledge, will not constitute a breach of, or default under, any instrument by which the Managing Owner or the Trust is bound or any order, rule or regulation applicable to the Managing Owner or the Trust of any court or any governmental body or administrative agency having jurisdiction over the Managing Owner or the Trust. (vii) To their knowledge, there are no actions, claims or proceedings pending or threatened in any court or before or by any governmental or administrative body, nor have there been any such suits, claims or proceeding within the last five years, to which the Managing Owner (or any principal of the Managing Owner) or the Trust is or was a party, or to which any of their assets is or was subject, which are required to be, but are not disclosed in, the Registration Statement or Prospectus or which might reasonably be expected to materially adversely affect the condition (financial or otherwise), business or prospects of the Managing Owner or the Trust. (viii) No authorization, approval or consent of any governmental authority or agency is necessary in connection with the subscription for and sale of the Units, except such as may be required under the Securities Act, the Commodity Act, NFA compliance rules or applicable securities or "Blue Sky" laws. (ix) The terms and provisions of the Trust Agreement, the Customer Agreement and this Agreement conforms in all material respects to descriptions thereof contained in the Prospectus. (x) The Registration Statement is effective under the Securities Act and, to the best of their knowledge, no proceedings for a stop order are pending or threatened under Section 8(d) of the Securities Act. (xi) At the time the Registration Statement initially became effective and at the time any post-effective amendment thereto became effective, the Registration Statement, and at the time the Prospectus and any amendments or supplements thereto were first issued, the Prospectus, complied as to form in all material respects with the requirements of the Securities Act, the Rules and CFTC regulations. Purchaser Nothing has come to their attention that would lead them to believe that with respect to the Managing Owner and the Selling Agent (a) at the time the Registration Statement initially became effective and at the time any post-effective amendment thereto became effective, the Registration Statement contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the Prospectus as first issued or as subsequently issued or at the initial Closing Date contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that such counsel need express no opinion (A) as to the financial statements, notes thereto and other financial or statistical data set forth in the Registration Statement and Prospectus or (B) as to any performance data set forth in the Registration Statement, and Prospectus, including the performance summaries (and the notes thereto) in the Registration Statement and Prospectus, except that such counsel shall opine, without rendering any opinion as to the accuracy of the information in the performance summaries, that such the performance summaries comply as to form in all material respects with applicable CFTC rules. (xii) Such counsel confirm their opinion, a form of which appears as Exhibit 8.01 to the Registration Statement, that the summary of Federal income tax consequences to Unitholders set forth under the caption "Federal Income Tax Aspects" in the Prospectus accurately describes the material tax consequences set forth therein and that such counsel further confirm their advice to the Managing Owner explicitly set forth therein and in such Exhibit 8.01. (xiii) To the best of their knowledge, (a) there are no contracts, indentures, mortgages, loan agreements, leases or other documents of a character required to be described or referred to in the Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement other than those described or referred to therein or filed as exhibits thereto, and with respect to the existing contracts, indentures, mortgages, loan agreements, leases and other documents so described, referred to or filed, the descriptions thereof, references thereto or copies so filed are correct in all material respects, and (b) no material default on the part of the Managing Owner or the Trust exists in the due performance or observance of any material obligation, agreement, covenant or condition contained in any contract or lease so described or filed. (xiv) Assuming operation in accordance with the Prospectus, the Trust, at the Closing Date, is not an "investment company" as that term is defined in the Investment Company Act of 1940, as amended. (c) At the initial Closing Date, Richxxxx, Xxxxxx & Xinger, Delaware counsel to the Managing Owner and the Trust, shall deliver to all the parties hereto its opinion, in form and substance satisfactory to each of the parties hereto, to the effect that: (i) The Certificate of Trust pursuant to which the Trust has been formed and the Trust Agreement each provides for the subscription for and sale of the Units; all Delaware action required to be taken by the Managing Owner and the Trust as a condition to the subscription for and sale of the Units to qualified subscribers therefor has been taken; and, upon payment of the consideration therefor specified in the accepted Subscription Agreements and Powers of Attorney, the Units will constitute valid units of beneficial interest in the Trust and each subscriber who purchases Units will become a Unitholder, subject to the requirement that each such purchaser shall have duly completed, executed and delivered to Seller certified copies the Trust a Subscription Agreement and Power of Attorney relating to the Units purchased by such party, that such purchaser meets all applicable suitability standards as set forth in the Prospectus and that the representations and warranties of such purchaser in the Subscription Agreement and Power of Attorney are true and correct. (certified by ii) The Trust is a business trust duly organized pursuant to the Secretary or other appropriate officer Certificate of PMI Administration, Inc.Trust, the sole general partner of Purchaser) of resolutions and/or consents setting forth Trust Agreement and the authorization Delaware Business Trust Act and approval validly existing under the laws of the Board State of Directors of PMI Administration, Inc. Delaware with trust power and authority to conduct the business in which it proposes to engage as general partner of Purchaser described in the Prospectus; the Trust need not effect any other filings or qualifications under the laws of the executionState of Delaware, delivery and performance in order to preserve the status of the Trust as a business trust or to enable the Trust to perform its obligations under this Agreement and all other agreements, documents and transactions pertaining hereto or contemplated herebyto conduct the business in which it proposes to be engaged as described in the Prospectus. 4.2.9. Purchaser shall pay (iii) The Trust has any Delaware licenses and approvals and has received or made all filings and registrations with Delaware governmental and regulatory agencies necessary in order for the Purchase Price Trust to Sellerconduct its business as described in the Registration Statement and Prospectus, and, to the best of their knowledge, none of such approvals, licenses or registrations have been rescinded or revoked. 4.2.10. Seller (iv) Each of the Trust Agreement, the Customer Agreement and Purchaser shall mutually execute this Agreement has been duly and deliver such other agreementsvalidly authorized, instrumentsexecuted and delivered by or on behalf of the Trust and the Trust Agreement constitutes a legal, certificates valid and binding agreement of the Trust (as the case may be) enforceable in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other documents as shall be reasonably required similar laws of general applicability relating to or requested to affecting the enforcement of creditors' rights and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (v) The execution and delivery of this Agreement, the Trust Agreement and the Customer Agreement and the incurrence of the obligations herein and therein set forth and the consummation of the transactions contemplated hereby.herein and therein and in the Prospectus will not be in contravention of any of the provisions of the Trust Agreement, and, to their knowledge, will not constitute a breach of, or default under, any instrument by which the Trust is bound or any order, rule or regulation

Closing Requirements. SellerAt the Closing, Hartman each of the parties shall execute and Purchaser deliver such instruments and documents and take such other actions as may, in the reasonable opinion of counsel for each, be required to complete the transactions under this Agreement. The following documents shall take have been delivered and the fxxxxxxxg actions ("Closing Requirements") following activities shall be deemed to have taken place contemporaneously at or prior to the Closing: 4.2.1. Seller shall take such actions and execute and deliver a) the securities to Purchaser such bills of sale, certificates of title, endorsements, assignments, or other instruments, with all documentary or transfer taxes applicable thereto duly paid or provided for, as shall be necessary delivered pursuant to vest in Purchaser at the Effective Time good and marketable title Subparagraph 2.1 have been delivered to the Purchased Assets respective parties duly endorsed or issued as the case may be, pursuant to Subparagraphs 1.3 and to assign to Purchaser such leases with respect to real property and other Purchased Contracts as are being assumed by Purchaser in connection herewith, together with all necessary consents of third parties applicable thereto, subject in each case to no liens, encumbrances, claims, restrictions, security interests, obligations, liabilities or rights in any other party whatsoever except for the Assumed Liabilities2. 4.2.2. Seller shall have delivered to Purchaser a certified copy (certified by the Secretary b) delivery of State all corporate records of Florida) of Seller's Articles of IncorporationAcquiree, including all amendments thereto and restatements thereof. 4.2.3. Seller without limitation, corporate minute books (which shall have delivered to Purchaser a certified copy (certified by the Secretary or other appropriate officer of Seller) of Seller's Bylaws, including all amendments thereto and restatements thereof. 4.2.4. Seller shall have delivered to Purchaser certified contain copies (certified by the Secretary or other appropriate officer of Seller) of resolutions and/or consents setting forth the authorization and approval of the Board of Directors and shareholders of Seller of the execution, delivery and performance of this Agreement and all other agreements, documents and transactions pertaining hereto or contemplated hereby. 4.2.5. Seller and Hartman shall have executed and delivexxx xx Purchaser the Noncompetition and Confidentiality Agreement (as hereinafter defined and in the form of Exhibit A hereto). 4.2.6. Seller shall have delivered to Purchaser a certificate of the Secretary or other appropriate office of Seller dated the Closing Date certifying as to the incumbency of officers and Directors of Seller, the accuracy and completeness of the Articles of Incorporation and Bylaws of SellerBylaws, as amended to the continuing effectiveness of Seller's authorizing resolutionsClosing), stock books, stock transfer books, corporate seals, contracts, licenses and sub-licenses, non-disclosure and confidentiality agreements, and such additional matters other corporate books and records as may be reasonably requested for review by Acquiror; c) delivery of the evidence of cancellation of debts and release of liens by the Debt Holders satisfactory to Acquiror pursuant to Subparagraph 1.1 hereof; d) a certificate of the President of Acquiree to the effect that all representations and warranties of Acquiree made under this Agreement are customary for similar transactions and reaffirmed on the Closing Date, the same as Purchaser shall reasonably request.though originally given to Acquiror on said date as set forth herein; 4.2.7. Seller shall have delivered to Purchaser certificates of public officials as of a current date evidencing (ae) the corporate existence Subscription Agreements of and compliance with all reporting requirements by Seller the Stockholders; ------------------------------------------------------------------------------- f) a certificate from the West Virginia Secretary of State dated at or about the date of the Closing to the effect that Acquiree is in the State of Florida, and (b) Seller's authorization to do business and good standing as a foreign corporation in under the Commonwealth laws of Kentucky.said State; 4.2.8. Purchaser shall have delivered to Seller certified g) copies (certified by the Secretary or other appropriate officer of PMI Administration, Inc., the sole general partner of Purchaser) of resolutions and/or consents setting forth the authorization and approval of the by Acquiree's Board of Directors of PMI Administration, Inc. as general partner of Purchaser authorizing this Agreement; h) a certificate of the execution, delivery President of Acquiror to the effect that all representations and performance warranties of Acquiror made under this Agreement are reaffirmed on the Closing Date, the same as though originally given to Acquiree and all other agreementsStockholders on said date; i) copies of resolutions by Acquiror's Board of Directors authorizing this Agreement; j) a certificate from the Secretary of State of Nevada dated at or about the date of Closing to the effect that Acquiror is in good standing under the laws of said State; k) audited financial statements of Acquiree for the year ended June 30, documents 1997, and transactions pertaining unaudited financial statements for the quarter ended September 30, 1997, meeting the requirements set forth in Subparagraph 4.8; and l) the parties hereto or contemplated hereby. 4.2.9. Purchaser shall pay the Purchase Price to Seller. 4.2.10. Seller have signed and Purchaser shall mutually execute and deliver delivered such other agreementsinstruments and documents, instrumentsif any, certificates or other documents as shall be reasonably required or requested relating to effect and effecting the transactions contemplated herebyherein.

Closing Requirements. SellerAt the Closing, Hartman each of the parties shall execute and Purchaser deliver such instruments and documents and take such other actions as may, in the reasonable opinion of counsel for each, be required to complete the transactions under this Agreement. The following documents shall take have been delivered and the fxxxxxxxg actions ("Closing Requirements") following activities shall be deemed to have taken place contemporaneously at or prior to the Closing: 4.2.1. Seller a) the securities to be delivered pursuant to Subparagraph 2.1 have been delivered to the respective parties duly endorsed or issued as the case may be, pursuant to Subparagraphs 1.3 and 2.1. b) delivery of all corporate records of Acquiree, including without limitation, corporate minute books (which shall take such actions contain copies of the Articles of Incorporation and execute and deliver to Purchaser such bills of sale, certificates of title, endorsements, assignments, or other instruments, with all documentary or transfer taxes applicable thereto duly paid or provided forBylaws, as shall be necessary to vest in Purchaser at the Effective Time good and marketable title amended to the Purchased Assets Closing), stock books, stock transfer books, corporate seals, and such other corporate books and records as may be reasonably requested for review by Acquiror; c) delivery of the evidence of cancellation of debts and release of liens by the Debt Holders satisfactory to assign Acquiror pursuant to Purchaser such leases with respect to real property Subparagraph 1.1 hereof; d) a certificate of the President and other Purchased Contracts as are being assumed by Purchaser in connection herewith, together with all necessary consents of third parties applicable thereto, subject in each case to no liens, encumbrances, claims, restrictions, security interests, obligations, liabilities or rights in any other party whatsoever except for the Assumed Liabilities. 4.2.2. Seller shall have delivered to Purchaser a certified copy (certified by the Secretary of Acquiree to the effect that all representations and warranties of Acquiree made under this Agreement are reaffirmed on the Closing Date, the same as though originally given to Acquiror on said date as set forth herein; ------------------------------------------------------------------------------- e) the Subscription Agreements of the Stockholders; f) a certificate from the West Virginia Secretary of State dated at or about the date of Floridathe Closing to the effect that Acquiree is in good standing under the laws of said State; g) of Seller's Articles of Incorporation, including all amendments thereto and restatements thereof. 4.2.3. Seller shall have delivered to Purchaser a certified copy (certified by the Secretary or other appropriate officer of Seller) of Seller's Bylaws, including all amendments thereto and restatements thereof. 4.2.4. Seller shall have delivered to Purchaser certified copies (certified by the Secretary or other appropriate officer of Seller) of resolutions and/or consents setting forth by Acquiree's Board of Directors authorizing this Agreement; h) resignations of all of the authorization and approval members of the Board of Directors and shareholders officers of Seller Acquiree effective as of the execution, delivery and performance of this Agreement and all other agreements, documents and transactions pertaining hereto or contemplated hereby.Closing Date; 4.2.5. Seller and Hartman shall have executed and delivexxx xx Purchaser the Noncompetition and Confidentiality Agreement (as hereinafter defined and in the form of Exhibit A hereto). 4.2.6. Seller shall have delivered to Purchaser i) a certificate of the President and the Secretary or other appropriate office of Seller dated Acquiror to the effect that all representations and warranties of Acquiror made under this Agreement are reaffirmed on the Closing Date certifying as to the incumbency of officers and Directors of SellerDate, the accuracy same as though originally given to Acquiree and completeness of the Articles of Incorporation and Bylaws of Seller, the continuing effectiveness of Seller's authorizing resolutions, and such additional matters as are customary for similar transactions and as Purchaser shall reasonably request.Stockholders on said date; 4.2.7. Seller shall have delivered to Purchaser certificates of public officials as of a current date evidencing (aj) the corporate existence of and compliance with all reporting requirements by Seller in the State of Florida, and (b) Seller's authorization to do business and good standing as a foreign corporation in the Commonwealth of Kentucky. 4.2.8. Purchaser shall have delivered to Seller certified copies (certified by the Secretary or other appropriate officer of PMI Administration, Inc., the sole general partner of Purchaser) of resolutions and/or consents setting forth the authorization and approval of the by Acquiror's Board of Directors authorizing this Agreement; k) a certificate from the Secretary of PMI Administration, Inc. as general partner State of Purchaser Nevada dated at or about the date of Closing to the execution, delivery effect that Acquiror is in good standing under the laws of said State; and l) the parties hereto have signed and performance of this Agreement and all other agreements, documents and transactions pertaining hereto or contemplated hereby. 4.2.9. Purchaser shall pay the Purchase Price to Seller. 4.2.10. Seller and Purchaser shall mutually execute and deliver delivered such other agreementsinstruments and documents, instrumentsif any, certificates or other documents as shall be reasonably required or requested relating to effect and effecting the transactions contemplated herebyherein.

Closing Requirements. SellerThe issue and sale of the Units and the release of the funds from the Escrow Account to the Trust shall be subject to the accuracy on and as of the Closing Date of, Hartman and Purchaser compliance on each Closing Date 9 10 with, the representations and warranties of the Managing Owner, the Selling Agent and the Clearing Broker herein and the performance by the Trust, the Managing Owner, the Selling Agent and the Clearing Broker of their obligations hereunder and the following conditions: (a) The Trust, the Selling Agent and the Clearing Broker shall take have received a certificate of the fxxxxxxxg actions Managing Owner executed by an officer of the Managing Owner, which shall state that ("i) no order suspending the effectiveness of the Registration Statement, as it may be amended, or prohibiting the sale of the Units is in effect and no proceedings for such purpose are pending before or, to the knowledge of such officers, threatened by the SEC, (ii) no adverse comments or deficiency notices relating to the Prospectus have been received from the CFTC or NFA which have not been responded to the satisfaction of such agencies and (iii) the representations and warranties of the Managing Owner contained herein are true and correct on and as of the Closing Requirements") Date, and the Managing Owner and the Trust, as the case may be, have performed all covenants and agreements herein contained to be performed on their respective parts at or prior to the Closingdate of the certificate. (b) At the initial Closing Date, Sidley & Austin, counsel to the Managing Owner, shall deliver to all the parties hereto its opinion, in form and substance satisfactory to each of the parties hereto, to the effect that: 4.2.1. Seller shall take such actions (i) Upon payment of the consideration therefor specified in the accepted Subscription Agreements and execute Powers of Attorney, the Units will constitute valid units of beneficial interest in the Trust and deliver to Purchaser such bills of saleeach subscriber who purchases Units will become a Unitholder, certificates of title, endorsements, assignments, or other instruments, with all documentary or transfer taxes applicable thereto duly paid or provided for, as shall be necessary to vest in Purchaser at the Effective Time good and marketable title subject to the Purchased Assets requirement that each such purchaser shall have duly completed, executed and delivered to assign the Trust a Subscription Agreement and Power of Attorney relating to Purchaser the Units purchased by such leases with respect to real property party, that such purchaser meets all applicable suitability standards as set forth in the Prospectus and other Purchased Contracts as that the representations and warranties of such purchaser in the Subscription Agreement and Power of Attorney are being assumed by Purchaser in connection herewith, together with all necessary consents of third parties applicable thereto, subject in each case to no liens, encumbrances, claims, restrictions, security interests, obligations, liabilities or rights in true and correct. (ii) The Trust need not effect any other party whatsoever except for filings or qualifications under the Assumed Liabilities. 4.2.2. Seller shall have delivered to Purchaser a certified copy (certified by the Secretary of State of Florida) of Seller's Articles of Incorporation, including all amendments thereto and restatements thereof. 4.2.3. Seller shall have delivered to Purchaser a certified copy (certified by the Secretary or other appropriate officer of Seller) of Seller's Bylaws, including all amendments thereto and restatements thereof. 4.2.4. Seller shall have delivered to Purchaser certified copies (certified by the Secretary or other appropriate officer of Seller) of resolutions and/or consents setting forth the authorization and approval laws of the Board United States and the States of Directors Illinois and shareholders of Seller New York in order to preserve the status of the execution, delivery and performance of Trust as a business trust or to enable the Trust to perform its obligations under this Agreement and all other agreements, documents and transactions pertaining hereto or contemplated herebyto conduct the business in which it proposes to be engaged as described in the Prospectus. 4.2.5. Seller and Hartman shall have executed and delivexxx xx Purchaser the Noncompetition and Confidentiality Agreement (as hereinafter defined and in the form of Exhibit A hereto). 4.2.6. Seller shall have delivered to Purchaser a certificate of the Secretary or other appropriate office of Seller dated the Closing Date certifying as to the incumbency of officers and Directors of Seller, the accuracy and completeness of the Articles of Incorporation and Bylaws of Seller, the continuing effectiveness of Seller's authorizing resolutions, and such additional matters as are customary for similar transactions and as Purchaser shall reasonably request. 4.2.7. Seller shall have delivered to Purchaser certificates of public officials as of a current date evidencing (aiii) the corporate existence of and compliance with all reporting requirements by Seller in the State of Florida, and (b) Seller's authorization The Managing Owner is qualified to do business and is in good standing as a foreign corporation in each other jurisdiction in which the Commonwealth of Kentuckyfailure to so qualify might, in their opinion, reasonably be expected to result in material adverse consequences to the Trust. 4.2.8. Purchaser shall (iv) Each of the Managing Owner (including the principals, as defined in the Commodity Act, of the Managing Owner) and the Trust has all Federal and Illinois and New York State governmental and regulatory licenses and approvals and has received or made all filings and registrations with Federal and Illinois and New York State governmental and regulatory agencies necessary in order for each of the Managing Owner and the Trust to conduct its business as described in the Registration Statement and Prospectus, and, to the best of their knowledge, none of such approvals, licenses or registrations have delivered been rescinded or revoked. (v) Each of the Trust Agreement, the Customer Agreement and this Agreement, assuming that such agreements are legal, valid and binding on the other parties hereto and thereto, constitutes a legal, valid and binding agreement of the Managing Owner or the Trust (as the case may be) enforceable in accordance with its terms, except to Seller certified copies (certified the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability relating to or affecting the enforcement of creditors' rights and by the Secretary effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or other appropriate officer at law). (vi) The execution and delivery of PMI Administration, Inc.this Agreement, the sole general partner Trust Agreement and the Customer Agreement and the incurrence of Purchaserthe obligations herein and therein set forth and the consummation of the transactions contemplated herein and therein and in the Prospectus, to their knowledge, will not constitute a breach of, or default under, any instrument by which the Managing Owner or the Trust is 10 11 bound or any order, rule or regulation applicable to the Managing Owner or the Trust of any court or any governmental body or administrative agency having jurisdiction over the Managing Owner or the Trust. (vii) To their knowledge, there are no actions, claims or proceedings pending or threatened in any court or before or by any governmental or administrative body, nor have there been any such suits, claims or proceeding within the last five years, to which the Managing Owner (or any principal of the Managing Owner) or the Trust is or was a party, or to which any of their assets is or was subject, which are required to be, but are not disclosed in, the Registration Statement or Prospectus or which might reasonably be expected to materially adversely affect the condition (financial or otherwise), business or prospects of the Managing Owner or the Trust. (viii) No authorization, approval or consent of any governmental authority or agency is necessary in connection with the subscription for and sale of the Units, except such as may be required under the Securities Act, the Commodity Act, NFA compliance rules or applicable securities or "Blue Sky" laws. (ix) The terms and provisions of the Trust Agreement, the Customer Agreement and this Agreement conforms in all material respects to descriptions thereof contained in the Prospectus. (x) The Registration Statement is effective under the Securities Act and, to the best of their knowledge, no proceedings for a stop order are pending or threatened under Section 8(d) of resolutions and/or consents setting forth the authorization Securities Act. (xi) At the time the Registration Statement initially became effective and approval at the time any post-effective amendment thereto became effective, the Registration Statement, and at the time the Prospectus and any amendments or supplements thereto were first issued, the Prospectus, complied as to form in all material respects with the requirements of the Board Securities Act, the Rules and CFTC regulations. Nothing has come to their attention that would lead them to believe that with respect to the Managing Owner and the Selling Agent (a) at the time the Registration Statement initially became effective and at the time any post-effective amendment thereto became effective, the Registration Statement contained any untrue statement of Directors a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the Prospectus as first issued or as subsequently issued or at the initial Closing Date contained an untrue statement of PMI Administrationa material fact or omitted to state a material fact necessary in order to make the statements therein, Inc. as general partner of Purchaser in light of the executioncircumstances under which they were made, delivery not misleading; provided, however, that such counsel need express no opinion (A) as to the financial statements, notes thereto and other financial or statistical data set forth in the Registration Statement and Prospectus or (B) as to any performance data set forth in the Registration Statement, and Prospectus, including the performance summaries (and the notes thereto) in the Registration Statement and Prospectus, except that such counsel shall opine, without rendering any opinion as to the accuracy of this Agreement the information in the performance summaries, that such the performance summaries comply as to form in all material respects with applicable CFTC rules. (xii) Such counsel confirm their opinion, a form of which appears as Exhibit 8.01 to the Registration Statement, that the summary of Federal income tax consequences to Unitholders set forth under the caption "Federal Income Tax Aspects" in the Prospectus accurately describes the material tax consequences set forth therein and all other that such counsel further confirm their advice to the Managing Owner explicitly set forth therein and in such Exhibit 8.01. (xiii) To the best of their knowledge, (a) there are no contracts, indentures, mortgages, loan agreements, documents and transactions pertaining hereto or contemplated hereby. 4.2.9. Purchaser shall pay the Purchase Price to Seller. 4.2.10. Seller and Purchaser shall mutually execute and deliver such other agreements, instruments, certificates leases or other documents of a character required to be described or referred to in the Registration Statement or Prospectus or to be filed as shall be reasonably required exhibits to the Registration Statement other than those described or requested referred to effect therein or filed as exhibits thereto, and with respect to the transactions contemplated hereby.existing contracts, indentures, mortgages, loan agreements, leases and other documents so described, referred to or filed, the descriptions thereof, references thereto or copies so filed are correct in all material

Closing Requirements. SellerUpon the closing date of such purchase by the Tenant of the Leased Property pursuant to the purchase option contained in Article 15 of this Lease, Hartman and Purchaser such date being the Expiration Date, the Tenant shall take pay to the fxxxxxxxg actions Trustee or, if no Bonds shall be Outstanding, to the Landlord, or to any persons designated by the Landlord in a written notice delivered by the Landlord to the Tenant not less than three ("Closing Requirements"3) at or days prior to the Closingclosing date, by certified check, bank check or in federal funds, as the Trustee or the Landlord may designate, at the place within the continental United States designated in such notice, the purchase price therefor specified in Section 15.2 herein, and the following shall then occur: 4.2.1. Seller (a) The Landlord shall take such actions and execute and deliver to Purchaser the Tenant such documents, including without limitation deeds, assignments of leases and bills of sale, certificates of title, endorsements, assignments, or other instruments, with all documentary or transfer taxes applicable thereto duly paid or provided for, as shall be necessary to vest in Purchaser at convey and transfer the Effective Time good and marketable title to each Individual Property to the Purchased Assets Tenant or, in the case of any Individual Property which is ground leased by the Landlord, to assign the Landlord's interest in such Individual Property to the Tenant; PROVIDED, HOWEVER, that in the case of the assignment of any such ground lease, the Landlord shall also provide to the Tenant evidence of the ground lessor's consent to such assignment; (b) The Tenant shall pay (or reimburse the Landlord for) all costs, fees and charges incident to such conveyance and transfer, including, without limitation, reasonable counsel fees, escrow fees, recording fees, title insurance premiums, mortgage prepayment penalties and all applicable federal, state and local taxes (other than federal income taxes and state and local taxes imposed upon or measured by net income) which may be incurred or imposed by reason of such conveyance and transfer and by reason of the delivery and/or recording of such deed and such other instruments; (c) The Tenant shall transmit written notice to the Landlord directing the Landlord to cause the optional redemption of any and all Bonds Outstanding; (d) Upon (i) receipt by the Landlord of the notice described in Section 21.2(c) and (ii) the receipt by the Trustee of the purchase price of the Leased Property, the Landlord shall promptly cause the Trustee to redeem any and all Bonds Outstanding pursuant to the terms of the Indenture and to assign apply all or a portion of the purchase price to Purchaser the redemption of such leases Outstanding Bonds; and (e) Upon (i) completion of the purchase of the Leased Property pursuant to this Article 21, (ii) the payment of the purchase price therefor specified herein, and (iii) the optional redemption of all Bonds Outstanding, but not prior to the occurrence of (i), (ii) and (iii) herein, this Lease and all obligations hereunder (including the obligations to pay the Basic Rent and Supplemental Rent) shall terminate with respect to real property the Leased Property except with respect to actual or contingent obligations and other Purchased Contracts as are being assumed by Purchaser in connection herewith, together with all necessary consents of third parties applicable thereto, subject in each case to no liens, encumbrances, claims, restrictions, security interests, obligations, liabilities or rights in any other party whatsoever except for the Assumed Liabilities. 4.2.2. Seller shall have delivered to Purchaser a certified copy (certified by the Secretary of State of Florida) of Seller's Articles of Incorporation, including all amendments thereto and restatements thereof. 4.2.3. Seller shall have delivered to Purchaser a certified copy (certified by the Secretary or other appropriate officer of Seller) of Seller's Bylaws, including all amendments thereto and restatements thereof. 4.2.4. Seller shall have delivered to Purchaser certified copies (certified by the Secretary or other appropriate officer of Seller) of resolutions and/or consents setting forth the authorization and approval of the Board of Directors and shareholders of Seller of the execution, delivery and performance of Tenant under this Agreement and all other agreements, documents and transactions pertaining hereto Lease which arose on or contemplated herebyprior to such closing date. 4.2.5. Seller and Hartman shall have executed and delivexxx xx Purchaser the Noncompetition and Confidentiality Agreement (as hereinafter defined and in the form of Exhibit A hereto). 4.2.6. Seller shall have delivered to Purchaser a certificate of the Secretary or other appropriate office of Seller dated the Closing Date certifying as to the incumbency of officers and Directors of Seller, the accuracy and completeness of the Articles of Incorporation and Bylaws of Seller, the continuing effectiveness of Seller's authorizing resolutions, and such additional matters as are customary for similar transactions and as Purchaser shall reasonably request. 4.2.7. Seller shall have delivered to Purchaser certificates of public officials as of a current date evidencing (a) the corporate existence of and compliance with all reporting requirements by Seller in the State of Florida, and (b) Seller's authorization to do business and good standing as a foreign corporation in the Commonwealth of Kentucky. 4.2.8. Purchaser shall have delivered to Seller certified copies (certified by the Secretary or other appropriate officer of PMI Administration, Inc., the sole general partner of Purchaser) of resolutions and/or consents setting forth the authorization and approval of the Board of Directors of PMI Administration, Inc. as general partner of Purchaser of the execution, delivery and performance of this Agreement and all other agreements, documents and transactions pertaining hereto or contemplated hereby. 4.2.9. Purchaser shall pay the Purchase Price to Seller. 4.2.10. Seller and Purchaser shall mutually execute and deliver such other agreements, instruments, certificates or other documents as shall be reasonably required or requested to effect the transactions contemplated hereby.

Closing Requirements. Seller, Hartman and Purchaser Xxxxxxx, X. Xxxxxxx, X. Xxxxxxx and/or Purchaser, as applicable, shall take the fxxxxxxxg following actions ("Closing Requirements") at or prior to the Closing: 4.2.1. Seller shall take such actions and execute and deliver to Purchaser such bills of sale, certificates of title, endorsements, assignments, or other instruments, with all documentary or transfer taxes applicable thereto duly paid or provided for, as shall be necessary to vest in Purchaser at the Effective Time good and marketable title to the Purchased Assets and to assign to Purchaser such leases with respect to real property and other Purchased Contracts as are being assumed by Purchaser in connection herewith, together with all necessary consents of third parties applicable theretoAssets, subject in each case to no liens, encumbrances, claims, restrictions, security interests, obligations, liabilities or rights in any other party whatsoever whatsoever, except for the Assumed Liabilities. 4.2.2. Seller shall have delivered to Purchaser a certified copy (certified by the Secretary of State of FloridaGeorgia) of Seller's Articles of Incorporation, including all amendments thereto and restatements thereof. 4.2.3. Seller shall have delivered to Purchaser a certified copy (certified by the Secretary or other appropriate officer of Seller) of Seller's Bylaws, including all amendments thereto and restatements thereof. 4.2.4. Seller shall have delivered to Purchaser certified copies (certified by the Secretary or other appropriate officer of Seller) of resolutions and/or consents setting forth the authorization and approval of the Board of Directors and shareholders of Seller of the execution, delivery and performance of this Agreement and all other agreements, documents and transactions pertaining hereto or contemplated hereby. 4.2.5. Seller Each of Seller, Xxxxxxx, X. Xxxxxxx and Hartman X. Xxxxxxx shall have executed and delivexxx xx delivered to Purchaser the Noncompetition and Confidentiality Agreement (as hereinafter defined and substantially in the form of Exhibit A D hereto). 4.2.6. Seller and Purchaser shall have executed and delivered to one another such assignment and assumption agreements as either of them shall reasonably request relating to the assignment to and assumption by Purchaser of the Purchased Contracts and the benefits and obligations thereunder. Seller shall have obtained and shall provide to Purchaser the written consent of any third party or parties required in connection with the assignment of any of the Purchased Contracts. 4.2.7. Seller shall have delivered to Purchaser a certificate of the Secretary or other appropriate office of Seller dated the Closing Date certifying as to the incumbency of officers and Directors of Seller, dated the accuracy and completeness of the Articles of Incorporation and Bylaws of Seller, the continuing effectiveness of Seller's authorizing resolutions, and such additional matters as are customary for similar transactions and as Purchaser shall reasonably requestdate hereof. 4.2.74.2.8. Seller shall have delivered to Purchaser certificates of public officials as of a current date evidencing (a) the corporate existence of and compliance with all reporting requirements by Seller in the State of Florida, and (b) Seller's authorization to do business and good standing as a foreign corporation in the Commonwealth of KentuckyGeorgia. 4.2.84.2.9. Purchaser shall have delivered to Seller certified copies (certified by the Secretary or other appropriate officer of PMI Administration, Inc., the sole general partner of Purchaser) of resolutions and/or consents setting forth the authorization and approval of the Board of Directors of PMI Administration, Inc. Inc., as the general partner of Purchaser Purchaser, of the execution, delivery and performance of this Agreement and all other agreements, documents and transactions pertaining hereto or contemplated hereby. 4.2.94.2.10. Purchaser shall pay to Seller the cash and deliver to Seller the Notes that constitute the Purchase Price to SellerPrice. 4.2.104.2.11. Seller and Purchaser shall mutually execute deliver to Seller a signed guaranty of PMI with respect to Purchaser's obligations under the Notes and deliver such other agreementsthis Agreement, instruments, certificates or other documents as which guaranty shall be reasonably required or requested to effect substantially in the transactions contemplated hereby.form attached hereto as Exhibit C.

Closing Requirements. SellerAt Closing, Hartman and Purchaser shall take upon payment of the fxxxxxxxg actions ("Closing Requirements") at or prior to the Closing: 4.2.1. Purchase Price as herein provided, Seller shall take such actions and execute and deliver to Purchaser such bills of sale, certificates of title, endorsements, assignments, or other instruments, a fully and properly executed statutory warranty deed with all documentary or transfer taxes applicable thereto duly paid or provided for, as respect to the Property (the “Deed”) which shall be necessary to vest in Purchaser at the Effective Time good and marketable convey fee simple title to the Purchased Assets Property, free of all claims, liens and to assign encumbrances of any kind or nature whatsoever other than the Permitted Exceptions (as hereinafter defined). For the purposes of this Agreement, the term “Permitted Exceptions” shall mean: (i) then current city, state and county ad valorem taxes not yet due and payable; (ii) easements for the installation or maintenance of public utilities serving the Property; (iii) all other easements, restrictive covenants and other matters described in the current title insurance policy insuring the Property (other than any mortgage or other encumbrance securing money borrowed by Seller), a true and correct copy of which has been delivered to Purchaser such (the “Current Title Policy”); (iv) all recorded (and, if created by Purchaser or its agents, employees or affiliates, unrecorded) easements, restrictive covenants, encumbrances and other matters of record (if any) that relate to the construction, financing, operation or use of the parking deck facility that has been constructed on the Property with Purchaser’s consent as contemplated in and in accordance with the Office Lease, dated as of December 21, 2006, as heretofore amended, between Seller, as landlord, and Purchaser, as Tenant (as so amended, the “Lease”); (v) all other then existing leases with respect to real property and other Purchased Contracts as are being assumed by Purchaser in connection herewith, together with all necessary consents or any portion of third parties applicable thereto, subject in each case to no liens, encumbrances, claims, restrictions, security interests, obligations, liabilities or rights in any other party whatsoever except for the Assumed Liabilities. 4.2.2. Seller shall Property which (A) have delivered been provided to Purchaser prior to the date hereof (including, without limitation, the lease currently in effect with respect to the space identified on Schedule 10 to the Lease (the “Restaurant Lease”) and the Renewal Lease with The Xxxxx Companies covering the location of a certified copy (certified by the Secretary of State of Florida) of Seller's Articles of Incorporation, including all amendments thereto and restatements thereof. 4.2.3. Seller shall have delivered to Purchaser a certified copy (certified by the Secretary billboard or other appropriate officer of Seller) of Seller's Bylaws, including all amendments thereto and restatements thereof. 4.2.4. Seller shall have delivered signage purported to Purchaser certified copies (certified by be located on the Secretary or other appropriate officer of Seller) of resolutions and/or consents setting forth the authorization and approval of the Board of Directors and shareholders of Seller of the execution, delivery and performance of this Agreement and all other agreements, documents and transactions pertaining hereto or contemplated hereby. 4.2.5. Seller and Hartman shall have executed and delivexxx xx Purchaser the Noncompetition and Confidentiality Agreement (as hereinafter defined and in the form of Exhibit A hereto). 4.2.6. Seller shall have delivered to Purchaser a certificate of the Secretary or other appropriate office of Seller Property dated the Closing Date certifying as to the incumbency of officers and Directors of Seller, the accuracy and completeness of the Articles of Incorporation and Bylaws of Seller, the continuing effectiveness of Seller's authorizing resolutions, and such additional matters as are customary for similar transactions and as Purchaser shall reasonably request. 4.2.7. Seller shall have delivered to Purchaser certificates of public officials as of a current date evidencing January 12, 2005 (athe “Sign Lease”)) the corporate existence of and compliance with all reporting requirements (B) have been entered into by Seller in the State ordinary course and upon commercially reasonable terms after Purchaser has waived its right to lease such space as contemplated in Section 32 of Floridathe Lease; and (vi) such other matters, if any, as may be acceptable to Purchaser in its sole discretion. In addition to the foregoing, Purchaser hereby agrees that any conveyance of the Property shall be subject to the surface and subsurface conditions affecting the Property, as they exist on the Closing Date without any representation or warranty by Seller with respect thereto. Accordingly, Purchaser hereby acknowledges and agrees that the Deed shall contain the following provision: “By acceptance of this deed, Grantee hereby covenants and agrees for itself and its successors, assigns, licensees, lessees, employees and agents that Grantor shall not be liable for, and no action shall be asserted against Grantor for, loss or damage on account of injuries to the property or to any buildings, improvements, or structures now or hereafter located upon the property, or on account of injuries to any owner, occupant, or other person in or upon said property, occurring on or after the date of this deed, which are caused by, or arise as a result of soil and/or subsurface conditions, known or unknown (including, without limitation, sinkholes, underground mines or other geological formations or conditions) under or on the property or any other property now or hereafter owned by Grantor, whether contiguous or non-contiguous to the property sold hereunder. For purposes of this paragraph, the term “Grantor” shall include (i) Liberty National Life Insurance Company, Stonegate Realty Company, LLC and SG/SPV Property I, LLC; (ii) the agents and employees of Liberty National Life Insurance Company, Stonegate Realty Company and SG/SPV Property I, LLC; (iii) the officers, directors, managers, contractors and subcontractors of Liberty National Life Insurance Company, Stonegate Realty Company, LLC and SG/SPV Property I, LLC; and (iv) any affiliates, successors or assigns of the interests of Liberty National Life Insurance Company, Stonegate Realty Company, LLC and SG/SPV Property I, LLC in real property (other than the property hereby conveyed). This covenant and agreement shall run with the land conveyed hereby as against Grantee, and all persons, firms, trusts, partnerships, limited partnerships, corporations or other entities holding under or through the Grantee.” In addition to the Deed called for herein, Seller shall also deliver to Purchaser on the Closing Date (i) a xxxx of sale in the form customarily used in transactions of this kind and nature, covering all of Seller’s right, title and interest in and to the fixtures and other personal property (if any) included in the Property, together with an assignment of leases with respect to all then-existing leases affecting the Property, in the form customarily used in transactions of this kind and nature, (ii) a Seller’s affidavit with respect to the Property and “gap” indemnity, in each case in the form customarily recognized and required by the Title Company, (iii) a certificate and affidavit as to Seller’s residency and non-foreign person status, (iv) a certificate to the effect that the representations and warranties of Seller in this Agreement are true and correct as of the Closing Date, except as otherwise set forth in Section 10 hereof, and (bv) Seller's authorization evidence in form and substance reasonably satisfactory to do business Purchaser and good standing as a foreign corporation in the Commonwealth of Kentucky. 4.2.8. Purchaser shall have delivered Title Company that Seller has the power and authority to Seller certified copies (certified by the Secretary or other appropriate officer of PMI Administration, Inc., the sole general partner of Purchaser) of resolutions and/or consents setting forth the authorization execute and approval of the Board of Directors of PMI Administration, Inc. as general partner of Purchaser of the execution, delivery and performance of enter into this Agreement and to consummate the sale of the Property, and that any and all other agreementsactions required to authorize and approve the execution of and entry into this Agreement by Seller, the performance by Seller of all of Seller’s duties and obligations under this Agreement, and the execution and delivery by Seller of all documents and transactions pertaining hereto or contemplated herebyother items to be executed and delivered to Purchaser at Closing, have been accomplished. 4.2.9. Purchaser shall pay the Purchase Price to Seller. 4.2.10. Seller and Purchaser shall mutually execute and deliver such other agreements, instruments, certificates or other documents as shall be reasonably required or requested to effect the transactions contemplated hereby.