Common use of Issuer’s Representations, Warranties and Covenants Clause in Contracts

Issuer’s Representations, Warranties and Covenants. The Issuer represents and warrants to the Purchaser that: (a) The Issuer is a corporation duly organized and validly existing in good standing under the laws of the State of Nevada, and has the requisite corporate power and authorization to own its properties and to carry on its business as now being conducted. (i) The Issuer has the requisite corporate power and authority to enter into and perform this Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Transaction Documents, and to issue the Notes and Warrants in accordance with the terms hereof and thereof. (ii) the execution and delivery of the Transaction Documents by the Issuer and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the reservation for issuance and the issuance of the Notes and Warrants pursuant to this Agreement, have been duly and validly authorized by the Issuer's Board of Directors and no further consent or authorization is required by the Issuer, its Board of Directors, or its shareholders. (iii) The Transaction Documents have been duly and validly executed and delivered by the Issuer. (iv) The Transaction Documents, and each of them, constitutes the valid and binding obligation of the Issuer enforceable against the Issuer in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies. (c) The execution, delivery and performance of the Transaction Documents by the Issuer and the consummation by the Issuer of the transactions contemplated thereby will not conflict with or constitute a default under any agreement or instrument to which the Issuer is a party or under any organizational documents of the Purchaser.

Issuer’s Representations, Warranties and Covenants. The Issuer represents and warrants to the Purchaser that: (a) The Issuer is a corporation duly organized and validly existing in good standing under the laws of the State of Nevada, and has the requisite corporate power and authorization to own its properties and to carry on its business as now being conducted. (i) The Issuer has the requisite corporate power and authority to enter into and perform this Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Transaction Documents, and to issue the Notes and Warrants in accordance with the terms hereof and thereof. (ii) the execution and delivery of the Transaction Documents by the Issuer and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the reservation for issuance and the issuance of the Notes and Warrants pursuant to this Agreement, have been duly and validly authorized by the Issuer's ’s Board of Directors and no further consent or authorization is required by the Issuer, its Board of Directors, or its shareholders. (iii) The Transaction Documents have been duly and validly executed and delivered by the Issuer. (iv) The Transaction Documents, and each of them, constitutes the valid and binding obligation of the Issuer enforceable against the Issuer in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies. (c) The execution, delivery and performance of the Transaction Documents by the Issuer and the consummation by the Issuer of the transactions contemplated thereby will not conflict with or constitute a default under any agreement or instrument to which the Issuer is a party or under any organizational documents of the Purchaser.

Issuer’s Representations, Warranties and Covenants. The Issuer represents represents, warrants and warrants covenants to Custodian as of the Purchaser thatEffective Date and during the Term: (a) The 11.1. Issuer is a corporation an entity duly organized and organized, validly existing and in good standing under the laws of the State of Nevada, and state where it was formed as set forth on the signature page hereto. Issuer has the all requisite corporate power and authorization authority to own its those properties and conduct those businesses presently owned or conducted by it. Issuer is duly qualified to carry on do business and is in good standing in all jurisdictions in which its ownership of property or the character of its business as now being conductedrequires such qualification except where the failure to so qualify would not have a material adverse effect on Issuer. (i) The 11.2. Issuer has the requisite corporate full power and authority to enter into and perform this Agreement. This Agreement has been duly executed by Issuer and constitutes the legal, valid, binding, and each enforceable obligation of Issuer, enforceable against Issuer in accordance with its terms. The execution and delivery of this Agreement by Issuer does not and will not: (a) conflict with or violate any of the terms of any organizational or governance document, stakeholder agreement or any Law; or (b) conflict with, or result in a breach or termination of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any agreement, obligation or instrument by which Issuer is bound or to which any property of Issuer is subject, or constitute a default thereunder. 11.3. Issuer is conducting its business (including all activities related to the offering or other agreements entered into issuance of the Securities) in compliance with all Law and has obtained all licenses, approvals and consents and has made all filings required by Law necessary or advisable. Issuer will not use the parties hereto services provided by Custodian under this Agreement in any manner that is, or will result in, a violation of any Law. 11.4. The Securities are not subject to, and will remain free of, any right, charge, security, lien or claim of any kind in favor of Issuer or any person claiming through Issuer. The Securities are exempt from registration or are not otherwise be required to be registered. There are no investment retirement accounts or other qualified accounts on the Investor Ledger. There is no matter of Issuer, operational or otherwise, that would endanger the interest of beneficial owners in the Securities. It is Issuer’s obligation to ensure compliance with any restrictions on the transfer of beneficial ownership. 11.5. Issuer is fully-informed of the protections and risks associated with various methods to transmitting instructions to Custodian. Issuer shall, and shall cause each Authorized Person, to safeguard and treat with extreme care any user and authorization codes, passwords or authentication keys. 11.6. Issuer agrees not: (a) to act as a broker or dealer as defined under the Exchange Act or otherwise in a similar capacity under any other Law that is not permitted, unless pursuant to an applicable exemption; or (b) provide investment advice to any investor in respect of the Securities. 11.7. Issuer agrees that: (a) Custodian is not providing any recommendation or advice in connection with Custodian’s engagement hereunder or its provision of services (including, without limitation, any business, investment, solicitation, legal, accounting, regulatory or tax advice); (b) Issuer is solely responsible for ensuring that any transaction complies with Law (including, without limitation, the offering or other issuance or transfer of the Securities and any exemption from registration with respect thereto); (c) Issuer shall rely on its own judgment in engaging Custodian under this Agreement; and (d) Custodian is: (i) not making any representations with respect to the quality of any investment opportunity, the Securities or Issuer; (ii) does not guarantee the performance to and of any investor; and (iii) is not an investment adviser, does not provide investment advice and does not recommend securities transactions. 11.8. Issuer and its officers, directors and employees are now and shall remain in substantial compliance with all Law. There are no civil or criminal complaints, investigations, proceedings, actions or suits pending against or involving Issuer or any of Issuer’s officers, directors or employees that: (a) allege any violation by them of any criminal, securities or commodities Law of any jurisdiction, regulatory or self-regulatory organization or exchange; and (b) if decided, would have a material adverse effect on the ability of Issuer to fulfill its obligations under this Agreement. 11.9. Issuer acknowledges that the Services will not satisfy all of the requirements for its activities. Furthermore, Issuer understands that, despite Cxxxxxxxx’s efforts, the Services may not be uninterrupted or error-free. ISSUER ACKNOWLEDGES THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, DESCRIPTION, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, TIMELINESS OR FREEDOM FROM INTERRUPTION OR ANY IMPLIED WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE. CUSTODIAN SHALL NOT BE LIABLE BY REASON OF DELAYS OR INTERRUPTIONS OF SERVICE OR TRANSMISSIONS OR FAILURES OF PERFORMANCE OF CUSTODIAN’S SYSTEMS, REGARDLESS OF CAUSE, INCLUDING, BUT NOT LIMITED TO, THOSE CAUSED BY HARDWARE OR SOFTWARE MALFUNCTION, GOVERNMENTAL EXCHANGE OR OTHER REGULATORY ACTION, ACTS OF GOD, WAR, TERRORISM, PANDEMIC OR OTHER FORCE MAJEURE EVENTS (AS DEFINED BELOW) OR CUSTODIAN’S INTENTIONAL ACTS. ISSUER RECOGNIZES THAT THERE MAY BE DELAYS OR INTERRUPTIONS IN THE USE OF CUSTODIAN’S SYSTEMS, INCLUDING, FOR EXAMPLE, THOSE CAUSED INTENTIONALLY BY CUSTODIAN FOR PURPOSES OF SERVICING CUSTODIAN’S SYSTEMS. 11.10. Issuer shall at all times: (a) (i) promptly comply and cooperate with requests of and Custodian in relation to Custodian’s performance of the Services, and (ii) use its reasonable best efforts to cause all of its third party service providers in connection with the transactions contemplated by Services to promptly comply and cooperate with requests of Custodian in relation to Custodian’s performance of the Transaction DocumentsServices; (b) pay all related reasonable fees and expenses; and (c) pay all federal state and local taxes, and in each case that are necessary or appropriate to issue permit the Notes and Warrants in accordance with the terms hereof and thereofParties to perform their obligations under this Agreement. (ii) the execution 11.11. Issuer’s representations, warranties and delivery of the Transaction Documents by the covenants are continuing and deemed to be reaffirmed each time Issuer provides Custodian with instructions. Issuer shall promptly notify Custodian if any representation, warranty or covenant ceases to be true, correct and the consummation by it of the complete and shall thereafter discontinue effecting transactions contemplated hereby and thereby, including without limitation the reservation for issuance and the issuance of the Notes and Warrants pursuant to this Agreement, have been duly and validly authorized by Agreement to the Issuer's Board of Directors and no further consent or authorization is extent required by the Issuer, its Board of Directors, or its shareholdersLaw. (iii) The Transaction Documents have been duly and validly executed and delivered by the Issuer. (iv) The Transaction Documents, and each of them, constitutes the valid and binding obligation of the Issuer enforceable against the Issuer in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies. (c) The execution, delivery and performance of the Transaction Documents by the Issuer and the consummation by the Issuer of the transactions contemplated thereby will not conflict with or constitute a default under any agreement or instrument to which the Issuer is a party or under any organizational documents of the Purchaser.

Issuer’s Representations, Warranties and Covenants. The Issuer represents and warrants to the Purchaser that: (a) The Issuer is a corporation duly organized and validly existing in good standing under the laws of the State of Nevada, and has the requisite corporate power and authorization to own its properties and to carry on its business as now being conducted. (i) The Issuer has the requisite corporate power and authority to enter into and perform this Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Transaction Documents, and to issue the Notes and Warrants in accordance with the terms hereof and thereof. (ii) the The execution and delivery of the Transaction Documents by the Issuer and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the reservation for issuance and the issuance of the Notes and Warrants pursuant to this Agreement, have been duly and validly authorized by the Issuer's Board of Directors and no further consent or authorization is required by the Issuer, its Board of Directors, or its shareholders. (iii) The Transaction Documents have been duly and validly executed and delivered by the Issuer. (iv) The Transaction Documents, and each of them, constitutes the valid and binding obligation of the Issuer enforceable against the Issuer in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies. (c) The execution, delivery and performance of the Transaction Documents by the Issuer and the consummation by the Issuer of the transactions contemplated thereby will not conflict with or constitute a default under any agreement or instrument to which the Issuer is a party or under any organizational documents of the Purchaser.

Issuer’s Representations, Warranties and Covenants. The Issuer represents and warrants to the Purchaser that: (a) The Issuer is a corporation duly organized and validly existing in good standing under the laws of the State of Nevada, and has the requisite corporate power and authorization to own its properties and to carry on its business as now being conducted. (i) The Issuer has the requisite corporate power and authority to enter into and perform this Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Transaction Documents, and to issue the Notes and Warrants in accordance with the terms hereof and thereof. (ii) the execution and delivery of the Transaction Documents by the Issuer and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the reservation for issuance and the issuance of the Notes and Warrants pursuant to this Agreement, have been duly and validly authorized by the Issuer's Board of Directors and no further consent or authorization is required by the Issuer, its Board of Directors, or its shareholders. (iii) The Transaction Documents have been duly and validly executed and delivered by the Issuer. (iv) The Transaction Documents, and each of them, constitutes the valid and binding obligation of the Issuer enforceable against the Issuer in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies. (c) The execution, delivery and performance of the Transaction Documents by the Issuer thIssuer and the consummation by the Issuer of the transactions contemplated thereby will not conflict with or constitute a default under any agreement or instrument to which the Issuer is a party or under any organizational documents of the Purchaser.

Issuer’s Representations, Warranties and Covenants. The Issuer represents represents, warrants and warrants covenants to Custodian as of the Purchaser thatEffective Date and during the Term: (a) The 11.1. Issuer is a corporation an entity duly organized and organized, validly existing and in good standing under the laws of the State of Nevada, and state where it was formed as set forth on the signature page hereto. Issuer has the all requisite corporate power and authorization authority to own its those properties and conduct those businesses presently owned or conducted by it. Issuer is duly qualified to carry on do business and is in good standing in all jurisdictions in which its ownership of property or the character of its business as now being conductedrequires such qualification except where the failure to so qualify would not have a material adverse effect on Issuer. (i) The 11.2. Issuer has the requisite corporate full power and authority to enter into and perform this Agreement. This Agreement has been duly executed by Issuer and constitutes the legal, valid, binding, and each enforceable obligation of Issuer, enforceable against Issuer in accordance with its terms. The execution and delivery of this Agreement by Issuer does not and will not: (a) conflict with or violate any of the terms of any organizational or governance document, stakeholder agreement or any Law; or (b) conflict with, or result in a breach or termination of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any agreement, obligation or instrument by which Issuer is bound or to which any property of Issuer is subject, or constitute a default thereunder. 11.3. Issuer is conducting its business (including all activities related to the offering or other agreements entered into issuance of the Securities) in compliance with all Law and has obtained all licenses, approvals and consents and has made all filings required by Law necessary or advisable. Issuer will not use the parties hereto services provided by Custodian under this Agreement in any manner that is, or will result in, a violation of any Law. 11.4. The Securities are not subject to, and will remain free of, any right, charge, security, lien or claim of any kind in favor of Issuer or any person claiming through Issuer. The Securities are exempt from registration or are not otherwise be required to be registered. There are no investment retirement accounts or other qualified accounts on the Investor Ledger. There is no matter of Issuer, operational or otherwise, that would endanger the interest of beneficial owners in the Securities. It is Issuer’s obligation to ensure compliance with any restrictions on the transfer of beneficial ownership. 11.5. Issuer is fully-informed of the protections and risks associated with various methods to transmitting instructions to Custodian. Issuer shall, and shall cause each Authorized Person, to safeguard and treat with extreme care any user and authorization codes, passwords or authentication keys. 11.6. Issuer agrees not: (a) to act as a broker or dealer as defined under the Exchange Act or otherwise in a similar capacity under any other Law that is not permitted, unless pursuant to an applicable exemption; or (b) provide investment advice to any investor in respect of the Securities. 11.7. Issuer agrees that: (a) Custodian is not providing any recommendation or advice in connection with Custodian’s engagement hereunder or its provision of services (including, without limitation, any business, investment, solicitation, legal, accounting, regulatory or tax advice); (b) Issuer is solely responsible for ensuring that any transaction complies with Law (including, without limitation, the offering or other issuance or transfer of the Securities and any exemption from registration with respect thereto); (c) Issuer shall rely on its own judgment in engaging Custodian under this Agreement; and (d) Custodian is: (i) not making any representations with respect to the quality of any investment opportunity, the Securities or Issuer; (ii) does not guarantee the performance to and of any investor; and (iii) is not an investment adviser, does not provide investment advice and does not recommend securities transactions. 11.8. Issuer and its officers, directors and employees are now and shall remain in substantial compliance with all Law. There are no civil or criminal complaints, investigations, proceedings, actions or suits pending against or involving Issuer or any of Issuer’s officers, directors or employees that: (a) allege any violation by them of any criminal, securities or commodities Law of any jurisdiction, regulatory or self-regulatory organization or exchange; and (b) if decided, would have a material adverse effect on the ability of Issuer to fulfill its obligations under this Agreement. 11.9. Issuer acknowledges that the Services will not satisfy all of the requirements for its activities. Furthermore, Issuer understands that, despite Xxxxxxxxx’s efforts, the Services may not be uninterrupted or error-free. ISSUER ACKNOWLEDGES THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, DESCRIPTION, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, TIMELINESS OR FREEDOM FROM INTERRUPTION OR ANY IMPLIED WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE. CUSTODIAN SHALL NOT BE LIABLE BY REASON OF DELAYS OR INTERRUPTIONS OF SERVICE OR TRANSMISSIONS OR FAILURES OF PERFORMANCE OF CUSTODIAN’S SYSTEMS, REGARDLESS OF CAUSE, INCLUDING, BUT NOT LIMITED TO, THOSE CAUSED BY HARDWARE OR SOFTWARE MALFUNCTION, GOVERNMENTAL EXCHANGE OR OTHER REGULATORY ACTION, ACTS OF GOD, WAR, TERRORISM, PANDEMIC OR OTHER FORCE MAJEURE EVENTS (AS DEFINED BELOW) OR CUSTODIAN’S INTENTIONAL ACTS. ISSUER RECOGNIZES THAT THERE MAY BE DELAYS OR INTERRUPTIONS IN THE USE OF CUSTODIAN’S SYSTEMS, INCLUDING, FOR EXAMPLE, THOSE CAUSED INTENTIONALLY BY CUSTODIAN FOR PURPOSES OF SERVICING CUSTODIAN’S SYSTEMS. 11.10. Issuer shall at all times: (a) (i) promptly comply and cooperate with requests of and Custodian in relation to Custodian’s performance of the Services, and (ii) use its reasonable best efforts to cause all of its third party service providers in connection with the transactions contemplated by Services to promptly comply and cooperate with requests of Custodian in relation to Custodian’s performance of the Transaction DocumentsServices; (b) pay all related reasonable fees and expenses; and (c) pay all federal state and local taxes, and in each case that are necessary or appropriate to issue permit the Notes and Warrants in accordance with the terms hereof and thereofParties to perform their obligations under this Agreement. (ii) the execution 11.11. Issuer’s representations, warranties and delivery of the Transaction Documents by the covenants are continuing and deemed to be reaffirmed each time Issuer provides Custodian with instructions. Issuer shall promptly notify Custodian if any representation, warranty or covenant ceases to be true, correct and the consummation by it of the complete and shall thereafter discontinue effecting transactions contemplated hereby and thereby, including without limitation the reservation for issuance and the issuance of the Notes and Warrants pursuant to this Agreement, have been duly and validly authorized by Agreement to the Issuer's Board of Directors and no further consent or authorization is extent required by the Issuer, its Board of Directors, or its shareholdersLaw. (iii) The Transaction Documents have been duly and validly executed and delivered by the Issuer. (iv) The Transaction Documents, and each of them, constitutes the valid and binding obligation of the Issuer enforceable against the Issuer in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies. (c) The execution, delivery and performance of the Transaction Documents by the Issuer and the consummation by the Issuer of the transactions contemplated thereby will not conflict with or constitute a default under any agreement or instrument to which the Issuer is a party or under any organizational documents of the Purchaser.

Issuer’s Representations, Warranties and Covenants. The Issuer represents and warrants to the Purchaser Purchasers that: (a) The Issuer is a corporation duly organized and validly existing in good standing under the laws of the State of Nevada, and has the requisite corporate power and authorization to own its properties and to carry on its business as now being conducted. (i) The Issuer has the requisite corporate power and authority to enter into and perform this Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Transaction Documents, and to issue the Notes Shares and Warrants in accordance with the terms hereof and thereof. (ii) the execution and delivery of the Transaction Documents by the Issuer and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the reservation for issuance and the issuance of the Notes Shares and Warrants pursuant to this Agreement, have been duly and validly authorized by the Issuer's ’s Board of Directors and no further consent or authorization is required by the Issuer, its Board of Directors, or its shareholders. (iii) The Transaction Documents have been duly and validly executed and delivered by the Issuer. (iv) The Transaction Documents, and each of them, constitutes the valid and binding obligation of the Issuer enforceable against the Issuer in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies. (c) The execution, delivery and performance of the Transaction Documents by the Issuer and the consummation by the Issuer of the transactions contemplated thereby will not conflict with or constitute a default under any agreement or instrument to which the Issuer is a party or under any organizational documents of the PurchaserIssuer.

Issuer’s Representations, Warranties and Covenants. The Issuer represents and warrants to the Purchaser that: (a) The Issuer is a corporation duly organized and validly existing in good standing under the laws of the State of Nevada, and has the requisite corporate power and authorization to own its properties and to carry on its business as now being conducted. (i) The Issuer has the requisite corporate power and authority to enter into and perform this Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Transaction Documents, and to issue the Notes and Warrants in accordance with the terms hereof and thereof. (ii) the execution and delivery of the Transaction Documents by the Issuer and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the reservation for issuance and the issuance of the Notes and Warrants pursuant to this Agreement, have been duly and validly authorized by the Issuer's Board of Directors and no further consent or authorization is required by the Issuer, its Board of Directors, or its shareholders. (iii) The Transaction Documents have been duly and validly executed and delivered by the Issuer. (iv) The Transaction Documents, and each of them, constitutes the valid and binding obligation of the Issuer enforceable against the Issuer in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies. (c) The execution, delivery and performance of the Transaction Documents by the Issuer and the consummation by the Issuer of the transactions contemplated thereby will not conflict with or constitute a default under any agreement or instrument to which the Issuer is a party or under any organizational documents of the Purchaser.

Issuer’s Representations, Warranties and Covenants. The Issuer represents and warrants to the Purchaser that: (a) The Issuer is a corporation duly organized and validly existing in good standing under the laws of the State of Nevada, and has the requisite corporate power and authorization to own its properties and to carry on its business as now being conducted. (i) The Issuer has the requisite corporate power and authority to enter into and perform this Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Transaction Documents, and to issue the Notes and Warrants in accordance with the terms hereof and thereof. (ii) the execution and delivery of the Transaction Documents by the Issuer and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the reservation for issuance and the issuance of the Notes and Warrants pursuant to this Agreement, have been duly and validly authorized and/or ratified by the Issuer's Board of Directors and no further consent or authorization is required by the Issuer, its Board of Directors, or its shareholders. (iii) The Transaction Documents have been duly and validly executed and delivered by the Issuer. (iv) The Transaction Documents, and each of them, constitutes the valid and binding obligation of the Issuer enforceable against the Issuer in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies. (c) The execution, delivery and performance of the Transaction Documents by the Issuer and the consummation by the Issuer of the transactions contemplated thereby will not conflict with or constitute a default under any agreement or instrument to which the Issuer is a party or under any organizational documents of the Purchaser.

Issuer’s Representations, Warranties and Covenants. The Issuer represents and warrants to to, and agrees with, each Purchaser, the Purchaser thatAdministrative Agent, the RCC Agent and the DFC Agent as of the date hereof and as of each Purchase Date, as follows: (a) The Issuer is a corporation business trust duly organized and organized, validly existing and in good standing under the laws of the State of Nevada, and has the requisite corporate power and authorization to own its properties and to carry on its business as now being conductedDelaware. (ib) The Issuer has the all requisite corporate power and authority necessary to enter into this Agreement and perform this Agreementthe Basic Agreements, to offer, sell and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Transaction Documents, and to issue deliver the Notes and Warrants in accordance with to perform its obligations hereunder and thereunder; the terms hereof and thereof. (ii) Issuer has taken all corporate action required to authorize the execution and delivery of this Agreement, the Transaction Documents by the Issuer Basic Agreements and the consummation by it of Notes, the transactions contemplated hereby offer, sale and thereby, including without limitation the reservation for issuance and the issuance delivery of the Notes and Warrants pursuant the performance of all obligations to be performed by it hereunder and under the Basic Agreements and the Notes; this Agreement, Agreement and the Basic Agreements to which the Issuer is a party have been duly and validly authorized by the Issuer's Board of Directors and no further consent or authorization is required by the Issuerauthorized, its Board of Directors, or its shareholders. (iii) The Transaction Documents have been duly and validly executed and delivered by the Issuer. (iv) The Transaction DocumentsIssuer and constitute, and each of themNote when purchased by a Purchaser will have been duly authorized, constitutes executed and delivered and will constitute, the legal, valid and binding obligation of the Issuer Issuer, enforceable against the Issuer in accordance with their respective its terms, except as such subject to (i) limitations on enforceability may be limited imposed by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratoriumarrangement, liquidation moratorium or other similar laws relating to, to or affecting generally, the enforcement of creditors' rights generally, and remedies(ii) general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) The Neither the authorization, execution, sale, delivery or performance of the Notes or the authorization, execution, delivery and or performance of this Agreement or the Transaction Documents by Basic Agreements to which the Issuer and is a party, nor the consummation by the Issuer of any of the transactions contemplated thereby herein or therein, nor the execution, delivery or performance of the terms of this Agreement, the Notes or any Basic Agreement, will not result in the breach of any term or provision of the Certificate of Trust of the Issuer, or conflict with with, result in a breach or violation of, or the acceleration of, indebtedness under, or constitute a default under under, the terms of any agreement indenture or other agreement, instrument or arrangement to which the Issuer is a party or under by which it is bound, or any organizational documents statute or regulation applicable to the Issuer or any order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it. (d) With the exception of applicable blue-sky or state securities regulations (as to which no representation is made), no consent, approval, authorization of, registration or filing with, or notice to, any governmental or regulatory authority, agency, department, commission, board, bureau, body or instrumentality was or is required for the execution, delivery or performance of or compliance by the Issuer with this Agreement, the Notes or any Basic Agreement or the offer, sale, delivery or performance of the PurchaserNotes, or the consummation by the Issuer of any other transaction contemplated by this Agreement, the Notes or any Basic Agreement, or such consent, approval or authorization has been obtained, or such registration, filing or notice has been made (and, in either such case, copies thereof delivered to you and your counsel). No tax, assessment or other governmental charge is or will become payable as a result of (i) the execution, delivery or performance of this Agreement or any Basic Agreement, or (ii) the execution, sale, delivery or performance of any Note, or (iii) except for taxes imposed on the net income of a Purchaser with respect to interest on the Notes, the receipt or non-receipt of any payment of principal or interest on any Note (or in respect thereof under the Policy). (e) There is no action, suit or proceeding pending, or investigation of, the Issuer, pending or, to the best of the Issuer's knowledge after due inquiry, threatened, against the Issuer before any court, administrative agency or other tribunal which, (i) either individually or in the aggregate, could, if adversely determined, result in any material adverse change in the business, operations, financial condition, prospects, properties, or assets of the Issuer or in any impairment of the right or ability of the Issuer to carry on its business substantially as now conducted, (ii) asserts the invalidity of this Agreement, any Note or any of the Basic Agreements, (iii) seeks to prevent the issuance, sale or purchase of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Agreements or (iv) could materially and adversely affect the performance by the Issuer of its obligations under, or the validity or enforceability of, this Agreement, any of the Notes or any of the Basic Agreements. (f) The Issuer is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in, and is not otherwise in default under, (i) any law or statute applicable to it, or (ii) any judgment, decree, writ, injunction, order, award or other action of any court or governmental authority or arbitrator or any order, rule or regulation, of any federal, state, county, municipal or other governmental or public authority or agency having or asserting jurisdiction over it or any of its properties, or (iii) (x) any indebtedness or any instrument or agreement under or pursuant to which any such indebtedness has been, or could be, issued or incurred, or (y) any other instrument or agreement to which it is a party or by which it is bound or any of its properties is affected including, without limitation, the Basic Agreements which, (A) either individually or in the aggregate, could result in any material adverse change in the business, operations, financial condition, prospects, properties, or assets of the Issuer or in any impairment of the right or ability of the Issuer to carry on its business substantially as now conducted or (B) could materially and adversely affect the performance by the Issuer of its obligations under, or the validity or enforceability of, this Agreement, any of the Notes or any of the Basic Agreements. (g) Neither the Issuer nor, to the best of the Issuer's knowledge, anyone acting on behalf of the Issuer, has offered, transferred, pledged, sold or otherwise disposed of any Note or any interest in any Note to, or solicited any offer to buy or accept a transfer, pledge or other disposition of any Note or any interest in any Note from, or otherwise approached or negotiated with respect to any Note or any interest in any Note with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, which would constitute a public distribution of the Notes under the Securities Act of 1933, as amended (the "1933 ACT"), or which would render the disposition of any Note a violation of Section 5 of the 1933 Act or any state securities laws, or require registration or qualification pursuant thereto or require registration of the Issuer under the Investment Company Act of 1940, as amended, nor will the Issuer act, nor has the Issuer authorized or will it authorize any person to act, in such manner with respect to any Note. (i) The offer and sale of the Notes from the Issuer to the Purchasers in the manner contemplated herein are transactions exempt from the registration requirements of the 1933 Act and (ii) the Indenture is not required to be qualified under the Trust Indenture Act of 1939, as amended. The representation by the Issuer with respect to the sale from the Issuer to the Purchasers in clause (i) of the preceding sentence is made upon and subject to the accuracy of the representations made by you in Section 5(a) hereof. (i) The Issuer is not required, and will not be required as a result of the offer and sale of the Notes under the circumstances contemplated by this Agreement or the other transactions contemplated by this Agreement and the Basic Agreements, to register as an "investment company" under the Investment Company Act of 1940, as amended (the "1940 ACT"), and the Issuer is not "controlled" by an "investment company" as defined in the 1940 Act. (j) Each Note purchased hereunder by a Purchaser will have been duly authorized, executed and delivered by the Issuer, will be entitled to the benefit of the security provided for in the Indenture, will bear interest and mature and be subject to prepayment all as specified in Section 1 hereof and will, as to both principal and interest, be fully and unconditionally insured under the Policy. (k) The Issuer further agrees that it will not permit any amendment, modification or waiver, which could in any way be materially adverse to the Noteholders, to any of the provisions of any of the Basic Agreements without the prior written consent of the Administrative Agent (acting at the direction of the RCC Agent and the DFC Agent) , it being agreed that a waiver of any Event of Default under the Sale and Servicing Agreement or of any Amortization Event materially adversely affects the Noteholders. (l) The Issuer will treat the Notes as debt of the Issuer for federal income and state and local income and franchise tax purposes.

Issuer’s Representations, Warranties and Covenants. The Issuer represents and warrants to the Purchaser Purchasers that: (a) The Issuer is a corporation duly organized and validly existing in good standing under the laws of the State of Nevada, and has the requisite corporate power and authorization to own its properties and to carry on its business as now being conducted. (i) The Issuer has the requisite corporate power and authority to enter into and perform this Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Transaction Documents, and to issue the Notes Shares and Warrants in accordance with the terms hereof and thereof. (ii) the The execution and delivery of the Transaction Documents by the Issuer and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the reservation for issuance and the issuance of the Notes Shares and Warrants pursuant to this Agreement, have been duly and validly authorized by the Issuer's Board of Directors and no further consent or authorization is required by the Issuer, its Board of Directors, or its shareholders. (iii) The Transaction Documents have been duly and validly executed and delivered by the Issuer. (iv) The Transaction Documents, and each of them, constitutes the valid and binding obligation of the Issuer enforceable against the Issuer in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies. (c) The execution, delivery and performance of the Transaction Documents by the Issuer and the consummation by the Issuer of the transactions contemplated thereby will not conflict with or constitute a default under any agreement or instrument to which the Issuer is a party or under any organizational documents of the PurchaserIssuer.