First Nations Matters. Other than as disclosed in Part V of Appendix D (i) there is no pending dispute with, or to the Knowledge of Seller threatened by, any First Nation in respect of aboriginal rights, aboriginal title, treaty rights or any other aboriginal interest of such First Nation in or to all or any portion of the Project Company Real Property or the Wind Project and (ii) no Acquired Entity or any of its Subsidiaries is a party to any agreement with a First Nations to provide benefits, pecuniary or otherwise, with respect to the Wind Project at any stage of development. Part V of Appendix D lists all First Nations with which the Acquired Entities or their respective Subsidiaries has had active consultation in developing the Wind Project.

First Nations Matters. Benefit Agreements with First Nations: None. First Nations with which the Project Company or its Subsidiaries has had active Walpole Island First Nation consultation in developing the Wind Project: First Nations with which the Project Company or its Subsidiaries has had limited consultation in developing the Wind Project: Aamjiwnaang First Nation Xxxxxxxx First Nation Chippewas of Kettle and Stony Pont Chippewas of the Thames First Nation Delaware Nation (Moravian of the Thames) Haudenosaunee Confederacy Chief Council Munsee-Delaware Nation Oneida Nation of the Thames Potential Disputes: Not applicable.

First Nations Matters. Benefit Agreements with First Nations: None First Nations with which the Project Company or its Subsidiaries has had active consultation in developing the Wind Project: Walpole Island First Nation First Nations with which the Project Company or its Subsidiaries has had limited consultation in developing the Wind Project: Aamjiwnaang (Chippewas of Sarnia) First NationBkejwanong (Walpole Island) First NationCaldwell First NationOneida Nation of the ThamesChippewas of the Thames First NationDelaware Nation (Moravian of the Thames)Haudenosaunee Confederacy CouncilMétis Nation of OntarioMunsee-Delaware First NationWindsor Essex Kent Métis Council Potential Disputes: Not applicable Parcel No. ID No. Registered Owner Xxxxx XxxxxxxxxxxXxxxxxxx Xxxxxx Xx. 00 Xxxxx Xxxxxx All PINs Details of Charged Interest BRW1 T202 XXXXX, XXXXXX XXXXX XXXXX, XXXXXX XXXXXXXXX PIN 75026-0024 (LT)PT LT 13 CON 3 WBR MAIDSTONE PT 1 12R5072, LAKESHORE AMENDED 2003/06/12 BY LO. 75026-0024 Notice of Lease from Xxxxxx Xxxxx Xxxxx and Xxxxxx Xxxxxxxxx Xxxxx to SP Belle River Wind GP Inc. registered May 18, 2016 as Instrument No. CE713396. XXX0 X000X000 DELMOR HOLDINGS (WINDSOR) LTD. XXXXX, XXXXXXX XXXXXXX, XXXX PIN 75026-0025 (LT)LT 00 XXX 0 XXX XXXXXXXXX; XXXXXXXXX 00000-0000 Notice of Lease from Xxxx Xxxxxxx, Delmor Holdings (Windsor) Ltd. and Xxxxxxx Xxxxx to SP Belle River Wind GP Inc. registered August 17, 2016 as Instrument No. CE729489. XXX0 X000X000 XXXXXXXX, XXXX−XXXX XXXXXX PIN 75026-0026 (LT)PT LT 15 CON 3 WBR MAIDSTONE PT 2 12R16047; LAKESHORE 75026-0026 Notice of Lease from Xxxx-Xxxx Xxxxxx Xxxxxxxx to SP Belle River Wind GP Inc. registered October 4, 2016 as Instrument No. CE737884. BRW4 T214 XXXXXXXX, XXXXXXXXX XXX PIN 75026-0030 (LT)PT XX 00 XXX 0 XXX XXXXXXXXX PTS 1, 6, 8, 12R16047; S/T R586347; LAKESHORE 75026-0030 Notice of Lease from Xxxxxxxxx Xxx Xxxxxxxx to SP Belle River Wind GP Inc. registered October 4, 2016 as Instrument No. CE737887. BRW5 T215 XXXXXX, XXXXXX XXXXXX XXXXXX, XXXXXXXX XXXX PIN 75026-0087 (LT)PT LT 00 XXX 0 XXX XXXXXXXXX XX XX X000000; TOWN OF LAKESHORE 75026-0087 Notice of Lease from Xxxxxx Xxxxxx Xxxxxx and Xxxxxxxx Xxxx Xxxxxx to SP Belle River Wind GP Inc. registered June 7, 2016 as Instrument No. CE716850. BRW6 T205 DAMPHOUSE, JAMESDAMPHOUSE, CORIEDAMPHOUSE, XXXX PIN 75026-0123 (LT)PT XX 00−00 XXX 0 XXX XXXXXXXXX, DESIGNATED AS XX 0 XX 00X00000; TOWN OF LAKESHORE 75026-0123 Notice of Lease from Xxxxx Xxxxxxxxx, Xxxxx Xxxxxxxxx and Xxxx Xxxxxxxxx...

First Nations Matters. Agreements with First Nations: 1. A mutual benefit agreement between the Project Company and Saulteau First Nation dated September 18, 2014. 2. A community benefits agreement between the Project Company and XxXxxx Lake Indian Band dated January 16, 2014. 3. A benefits agreement between Finavera Wind Energy Inc., the Project Company and Halfway River First Nation dated October 14, 2011, as amended by an amending agreement between the Project Company and Halfway River First Nation dated April 10, 2015. 4. A benefits agreement between Finavera Wind Energy Inc., the Project Company and West Xxxxxxx First Nations dated December 7, 2012, as amended by an amending agreement between the Project Company and West Xxxxxxx First Nations dated June 25, 2015. 5. A memorandum of understanding between Finavera Wind Energy Inc., the Project Company and Doig River First Nation, dated January 14, 2012, as amended by an amending agreement between the Project Company and Doig River First Nation dated May 11, 2015. First Nations with which the Project Company or its Subsidiaries has had active consultation in developing the Wind Project: Salteau First Nation XxXxxx Lake Indian Band Halfway River First Nation West Morbley First Nations Doig River First Nation First Nations with which the Project Company or its Subsidiaries has had limited consultation in developing the Wind Project: The Project Company consulted in a limited manner with the Xxxxx Lake Cree Nation, to a similar extent to which it has consulted with other third party stakeholders. The Project Company was had no duty to consult with the Xxxxx Lake Cree Nation by any Governmental Authority. There are no agreements between the Xxxxx Lake Cree Nation and Project Company and Project Company has not agreed to provide any future benefits to the Xxxxx Lake Cree Nation. None.

First Nations Matters. There is no Contract entered into between any Acquired Subsidiary and any aboriginal person or group (each, a First Nations Person) which has been entered into outside of the Ordinary Course, except for (a) the Project Commitment and Option Agreement (240kV Electric Transmission Line), dated September 16, 2010 between the Piikani Nation, and (b) ALP and the Project Commitment and Option Agreement (240kV Electric Transmission Line), dated May 27, 2010 between the Blood Tribe and ALP.

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Operations Matters In the conduct its business and operations, Pledgor shall, and shall cause each of the Companies to: (i) maintain books and records, separate from those of any other Person; (ii) maintain its bank accounts and all its other assets separate from those of any other Person; (iii) hold regular member, partnership or shareholder meetings, as appropriate, to conduct its business, and observe all other limited liability company, partnership or corporate formalities, as the case may be; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person; (v) prepare separate financial statements, or if part of a consolidated or combined group, then it shall be shown as a separate member of such group, including in a footnote(s) to the relevant financial statements disclosing its separate existence and identity and the existence of its own assets; (vi) allocate and charge fairly and reasonably any common employee or overhead shared with Affiliates; (vii) transact all business with Affiliates on an arm's-length basis and to enter into transactions with Affiliates on an arm's-length basis; (viii) conduct business in its own name; (ix) with regard to each Company, maintain a sufficient number of employees in light of such Company's contemplated business operations; (x) correct any misunderstanding regarding its separate identity of which Pledgor has actual knowledge; (xi) not identify itself in writing as a division of any other Person; and (xii) maintain adequate capital in light of its contemplated business operations.
Union Matters An accurate list and description (in all material respects) of all union contracts and collective bargaining agreements of TBAY, if any. (Schedule Q.)
Real Estate Matters (a) Purchaser, at its sole cost and expense, may order title policy Commitments (the “Commitments”) to be issued by a title company reasonably acceptable to Purchaser (the “Title Company”), accompanied by copies of all recorded documents relating to restrictions, easements, rights-of-way, and other matters affecting the Fee Owned Property or the leased Restaurant locations that are not located in lifestyle centers, office developments, condominium developments or major retail developments (the “Leased Locations”). The Commitments will commit the Title Company to issue at the Closing, ALTA form of Title Insurance Policies to Purchaser, such policies to be in an amount as determined jointly by Purchaser and the Title Company and with such endorsements as are requested by Purchaser. Purchaser, at its sole cost and expense, may also obtain one of more surveys of the Fee Owned Property and the Leased Locations at Purchaser’s expense (the “Surveys”). Purchaser shall promptly, but not later than forty five (45) days following the date of this Agreement, notify the Seller in writing of objections to the condition of title set forth in the Commitments or on the Surveys which materially affect the merchantability of 1245 Properties’ title or the use of the Fee Owned Property or Seller’s use of the Leased Locations as presently utilized and do not constitute Permitted Liens (the “Title Objections”). (b) Seller may voluntarily undertake to eliminate any and all of the Title Objections to the satisfaction of Purchaser, but the Seller is under no obligation to do so. If, however, the Seller elects not to, or cannot, eliminate the Title Objections to the reasonable satisfaction of Purchaser prior to the Closing Date and the Title Objections constitute a Material Adverse Effect, Purchaser may terminate this Agreement, within five (5) business days following Seller’s notice that it will not or cannot eliminate such Title Objections, pursuant to Section 9.3 hereof without further liability to Purchaser or Seller. If the Title Objections do not constitute a Material Adverse Effect, Purchaser’s obligation to close shall nevertheless remain subject to the conditions set forth in Section 8.1 including Section 8.1(g). (c) All title matters shown on the Commitments and the Surveys which are not the subject of Title Objections shall be deemed to be Permitted Liens. Further, if Purchaser makes any Title Objections which Seller elects not to, or cannot, cure, and Purchaser elects to proceed to Closing on the Closing Date, such Title Objections shall likewise be deemed Permitted Liens.
Hospitality Provisions The Mortgage Loan documents for each Mortgage Loan that is secured by a hospitality property operated pursuant to a franchise agreement includes an executed comfort letter or similar agreement signed by the Mortgagor and franchisor of such property enforceable by the Trust against such franchisor, either directly or as an assignee of the originator. The Mortgage or related security agreement for each Mortgage Loan secured by a hospitality property creates a security interest in the revenues of such property for which a UCC financing statement has been filed in the appropriate filing office.
UCC Matters Such Seller shall not change its state of organization or incorporation or its name, identity or corporate structure such that any financing statement filed to perfect the Purchaser’s interests under this Agreement would become seriously misleading, unless such Seller shall have given the Purchaser not less than thirty (30) days’ prior written notice of such change.
Company Counsel Matters i. On the Closing Date, the Placement Agent shall have received the favorable opinion of Hxxxxx and Bxxxx, LLP, outside counsel for the Company counsel to the Company, dated the Closing Date and addressed to the Placement Agent, substantially in form and substance reasonably satisfactory to the Placement Agent.
Certain Corporate Matters VSCO is duly licensed or qualified to do business and is in good standing as a foreign corporation in every jurisdiction in which the character of VSCO’s properties or nature of VSCO’s business requires it to be so licensed or qualified other than such jurisdictions in which the failure to be so licensed or qualified does not, or insofar as can reasonably be foreseen, in the future will not, have a material adverse effect on its financial condition, results of operations or business. VSCO has full corporate power and authority and all authorizations, licenses and permits necessary to carry on the business in which it is engaged or in which it proposes presently to engage and to own and use the properties owned and used by it. VSCO has delivered to Tianyin true, accurate and complete copies of its certificate or articles of incorporation and bylaws, which reflect all restatements of and amendments made thereto at any time prior to the date of this Agreement. The records of meetings of the Shareholders and Board of Directors of VSCO are complete and correct in all material respects. The stock records of VSCO and the Shareholder lists of VSCO that VSCO has previously furnished to Tianyin are complete and correct in all material respects and accurately reflect the record ownership and the beneficial ownership of all the outstanding shares of VSCO’s capital stock and any other outstanding securities issued by VSCO. VSCO is not in default under or in violation of any provision of its certificate or articles of incorporation or bylaws in any material respect. VSCO is not in any material default or in violation of any restriction, lien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other obligation or liability by which it is bound or to which any of its assets is subject.
Leasing Matters Any Lease executed after the date hereof (and any amendment or termination thereof) shall require the prior written consent of Lender, which consent shall be in Lender’s sole and absolute discretion. Borrower shall furnish Lender with true, correct and complete executed copies of all Leases, amendments thereof and any related agreements. Without limitation, and as applicable, Lender shall be deemed to have approved all renewals of Leases and all proposed Leases so long as the same (a) provide for rental rates comparable to existing local market rates, contain reasonable market rate terms and do not contain any terms which would materially adversely affect Lender’s rights under the Loan Documents, (b) are for a lease term not exceeding one year, including all extensions, (c) are with individual, residential, non-commercial tenants, and (d) have been entered into by Borrower in its ordinary course of business. All Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument and the Liens created thereby and that the Tenant thereunder agrees to attorn to Lender or any other purchaser of the Property at a sale by foreclosure (or deed in lieu thereof) or power of sale. Borrower (a) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (b) shall enforce the terms, covenants and conditions contained in the Leases upon the part of the Tenant thereunder to be observed or performed in a commercially reasonable manner and in a manner which does not impair the value of the Property involved, provided that in no event shall Borrower terminate or accept the surrender of any Lease by a Tenant unless by reason of a Tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Lease will be permitted without the prior written consent of Lender or unless such termination or surrender is specifically provided for in the Lease; (c) shall not collect any of the Rents more than one (1) month in advance (other than security deposits required pursuant to such Lease); (d) shall not execute any other assignment of the lessor’s interest in the Leases or the Rents (except to Lender pursuant to the Loan Documents); (e) shall not alter, modify or change the terms of the Leases; and (f) shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably require. Lender shall have the right to require each new Tenant to execute and deliver to Lender a subordination, non-disturbance of possession and attornment agreement in form, content and manner of execution reasonably acceptable to Lender.
Opinion of General Counsel of the Company The General Counsel of the Company, shall have furnished to the Representatives, at the request of the Company, a written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives and substantially in the form previously agreed by the parties hereto.
Union Management Relations Any changes deemed necessary in this Agreement may be made by mutual agreement of the parties at any time during the life of this Agreement.

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