Common use of Other Representations and Warranties Clause in Contracts

Other Representations and Warranties. (a) Borrower represents and warrants that each of the representations and warranties given or to be given by Borrower, BTITC, or any Subsidiary of Borrower in connection with the Related Transactions Documents are true and correct in all material respects as of the date hereof, and such representations and warranties are hereby incorporated herein by this reference as of such dates with the same effect as though set forth in their entirety herein. Neither Borrower, BTITC, nor any other party to any Related Transactions Documents is in default in the performance or compliance with any provision thereof. The Related Transactions Documents each comply with, and the transactions contemplated thereby have or will be consummated in accordance with all Applicable Law. Each of the Related Transactions Documents is in full force and effect as of the Closing Date and has not been terminated, rescinded or withdrawn. All requisite approvals by Governmental Authorities having jurisdiction over Borrower, BTITC or the other parties referenced therein, with respect to the transactions contemplated by the Related Transactions Documents, have been obtained, and no such approvals impose any conditions to the consummation of the transactions contemplated thereby in the conduct by Borrower or BTITC of their business thereafter. (b) Notwithstanding anything in the Related Transactions Documents to the contrary, the representations and warranties of Borrower, BTITC, or any Subsidiary of Borrower in the Related Transactions Documents incorporated in this Agreement by subsection 3.27(A) shall, solely for the purposes of this Agreement, survive the execution and delivery of the Related Transactions Documents, the execution and delivery of this Agreement and the other Loan Documents, the making of the Loans hereunder and the execution and delivery of the BTITC Senior Notes.

Other Representations and Warranties. (a) Borrower represents and warrants that each Each of the representations and warranties given by Borrower in the Related Documents to which it is a party, and all information shown in schedules, reports and other documents prepared by or to be given by Borrower, BTITC, or any Subsidiary at the request of Borrower in connection with the Related Transactions Documents are and delivered to Lender, is true and correct in all material respects respects. Borrower has heretofore furnished Lender a true and correct copy of that certain Membership Interest Purchase Agreement dated on or about the date hereof (the “Purchase Agreement”) by and among Holdings, Sellers and Xxxx Xxxxxxxxx in his capacity as Sellers’ Representative, and each other agreement and instrument entered into in connection with the Acquisition on the Closing Date (collectively, the “Acquisition Agreements”). Borrower and, to Borrower’s knowledge, each other party to the Acquisition Agreements, has duly taken all necessary corporate, partnership or other organizational action to authorize the execution, delivery and performance of the date hereofAcquisition Agreements and the consummation of transactions contemplated thereby. The Acquisition Agreements will comply with all applicable material legal requirements, and such representations all necessary governmental, regulatory, creditor, shareholder, partner and warranties are hereby incorporated herein other material consents, approvals and exemptions required to be obtained by this reference as of such dates Borrower and, to Borrower’s knowledge, each other party to the Acquisition Agreements in connection with the same effect as though transactions therein will be, prior to consummation of the transactions set forth in their entirety herein. Neither Borrowerthe Acquisition Agreements, BTITC, nor any other party to any Related Transactions Documents is in default in the performance or compliance with any provision thereof. The Related Transactions Documents each comply with, duly obtained and the transactions contemplated thereby have or will be consummated in accordance with all Applicable Law. Each of the Related Transactions Documents is in full force and effect as effect. No statement or representation made in the Acquisition Agreements by Borrower or, to Borrower’s knowledge, any other Person, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the Closing Date and has circumstances under which they are made, not been terminated, rescinded or withdrawn. All requisite approvals by Governmental Authorities having jurisdiction over Borrower, BTITC or the other parties referenced therein, with respect to the transactions contemplated by the Related Transactions Documents, have been obtained, and no such approvals impose any conditions to the consummation of the transactions contemplated thereby in the conduct by Borrower or BTITC of their business thereaftermisleading. (b) Notwithstanding anything in the Related Transactions Documents to the contrary, the representations and warranties of Borrower, BTITC, or any Subsidiary of Borrower in the Related Transactions Documents incorporated in this Agreement by subsection 3.27(A) shall, solely for the purposes of this Agreement, survive the execution and delivery of the Related Transactions Documents, the execution and delivery of this Agreement and the other Loan Documents, the making of the Loans hereunder and the execution and delivery of the BTITC Senior Notes.

Other Representations and Warranties. The Grantee makes the following additional representations and warranties: (a) Borrower represents The Grantee is duly organized, legally existing and warrants that in good standing under the laws of The Commonwealth of Massachusetts and has the legal power and authority to enter into and perform this Agreement and any related documents in which it is named as a party, to fulfill its obligations set forth herein and therein and to carry out the transactions contemplated hereby and thereby. The Grantee has all requisite corporate power to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted and is duly qualified and in good standing in each jurisdiction where the failure so to be qualified could have a material adverse effect on the Grantee and/or its operations. The person executing this Agreement on behalf of the representations Grantee is duly authorized to execute this Agreement. This Agreement and warranties given any other documents delivered to MassDevelopment by the Grantee pursuant hereto are the legal, valid and binding obligations of the Grantee, enforceable against the Grantee in accordance with their respective terms. (b) All statements or information provided in Xxxxxxx’s application, as supplemented by the Budget submitted as Exhibit B hereto, for a Grant from the Fund were and continue to be given by Borrower, BTITC, or any Subsidiary of Borrower in connection with the Related Transactions Documents are true and correct accurate in all material respects respects. (c) When constructed, the Project will be fit for its intended use as part of a Cultural Facility and will comply with the Americans with Disabilities Act, to the extent applicable. (d) The Grantee is not aware of any matter or circumstance, currently existing or with the passage of time or notice, which would prevent the construction and occupancy of the date hereof, and such representations and warranties are hereby incorporated herein by this reference as of such dates with the same effect as though set forth Project in their entirety herein. Neither Borrower, BTITC, nor any other party to any Related Transactions Documents is in default in the performance or compliance with any provision thereof. The Related Transactions Documents each comply with, and the transactions contemplated thereby have or will be consummated a timely manner in accordance with all Applicable Law. Each the Completion Date. (e) There are no actions, suits, proceedings, adverse findings or investigations pending or, to the knowledge of the Related Transactions Documents is in full force and effect Grantee or its Subsidiaries (as defined below), threatened, anticipated or contemplated (nor, to the knowledge of the Closing Date and has not been terminatedGrantee or its Subsidiaries, rescinded is there any basis therefor) against or withdrawn. All requisite approvals by Governmental Authorities having jurisdiction over Borroweraffecting the Grantee or its Subsidiaries before any court or governmental department, BTITC commission, board, bureau, agency or the other parties referenced thereininstrumentality, with respect to the transactions contemplated by the Related Transactions Documentsdomestic or foreign, have been obtained, and no such approvals impose any conditions to which could prevent or hinder the consummation of the transactions contemplated thereby in hereby or call into question the conduct by Borrower or BTITC of their business thereafter. (b) Notwithstanding anything in the Related Transactions Documents to the contrary, the representations and warranties of Borrower, BTITC, or any Subsidiary of Borrower in the Related Transactions Documents incorporated in this Agreement by subsection 3.27(A) shall, solely for the purposes validity of this Agreement, survive the execution and delivery any of the Related Transactions Documentsrelated documents or any other instrument provided for or contemplated by this Agreement or any action taken or to be taken in connection with the transactions contemplated hereby or thereby. As used in this Agreement, the execution term “Subsidiary” means any corporation or other entity of which the Grantee and/or any of its Subsidiaries directly or indirectly owns, or has the right to control or direct the voting of, fifty percent (50%) or more of the outstanding capital stock or other ownership interest having general voting power (under ordinary circumstances) or any non-stock corporation or other entity without capital stock as to which the Grantee and/or any Subsidiary of the Grantee constitutes a majority of the members or holds a majority of the voting power. (f) The Grantee and delivery its Subsidiaries are not in violation of this Agreement any material term of their Charters, bylaws or other organizational documents as now in effect. The Grantee and its Subsidiaries are not in violation of any material term of any mortgage, indenture, judgment, decree or order, or any other material instrument, contract or agreement applicable to the Grantee or its Subsidiaries the violation of which would be reasonably likely to have a material adverse effect on the Grantee. (g) The Grantee and its Subsidiaries have filed proper and accurate federal, state and local tax returns, reports and estimates for all years and periods for which any such returns, reports or estimates were required to be filed and has paid all taxes, assessments, impositions, fees and other governmental charges required to be paid in respect of the periods covered by any such returns, reports or estimates. The Grantee and its Subsidiaries are not delinquent in the payment of any tax, assessment or governmental charge, and no deficiencies for any tax, assessment or governmental charge have been asserted or assessed, and the other Loan DocumentsGrantee and its Subsidiaries know of no material liability or basis therefor. (h) To the best of Grantee’s and its Subsidiaries’ knowledge, the making Grantee and its Subsidiaries are in compliance with all requirements of law, federal, state and local, and all requirements of all governmental bodies or agencies having or claiming jurisdiction over them, the conduct of their business and the use of their properties and assets, as presently conducted and used, and all premises occupied by them, all to the extent that failure to comply with any of such requirements could (singly or in the aggregate) have a material adverse effect on the business, prospects or financial condition of the Loans hereunder Grantee. (i) The Grantee has obtained or will obtain all necessary licenses, permits and approvals for the construction, use and occupancy of the Project and such construction, use and occupancy will not violate any building, zoning, subdivision, land use, fire code, health, historic preservation, licensing, lead paint, tenant relocation, planning, sanitation, handicapped access, environmental protection or any other federal, state, or local ordinance, regulation or law applicable to the Property. Grantee has filed its Project Notification Form with the Massachusetts Historical Commission (“MHC”). (j) To the best of Xxxxxxx’s knowledge, the Grantee and each portion of the Property are in compliance in all material respects with all Environmental Laws. “Environmental Laws” refers to any and all federal, state and local statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, licenses or other governmental restrictions relating to the environment or the release of any materials into the environment, including, without limitation, Massachusetts General Laws Chapter 21E (“Chapter 21E”), the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. Section 9601 et seq., as amended by the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499, 100 Stat. 1613 (“CERCLA”), the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6901-6987; Title V of the State Environmental Code and state and local statutes, regulations and other governmental restrictions governing private xxxxx and the execution and delivery water supply. (k) There are no easements, restrictions or encumbrances across or affecting any of the BTITC Senior NotesProperty which will have a material adverse effect upon the operation of any of the improvements at the Property for their intended purpose, nor which will in any way materially interfere with the construction of any such improvements.

Other Representations and Warranties. The Grantee makes the following additional representations and warranties: (a) Borrower represents The Grantee is duly organized, legally existing and warrants that in good standing under the laws of The Commonwealth of Massachusetts and has the legal power and authority to enter into and perform this Agreement and any related documents in which it is named as a party, to fulfill its obligations set forth herein and therein and to carry out the transactions contemplated hereby and thereby. The Grantee has all requisite corporate power to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted and is duly qualified and in good standing in each jurisdiction where the failure so to be qualified could have a material adverse effect on the Grantee and/or its operations. The person executing this Agreement on behalf of the representations Grantee is duly authorized to execute this Agreement. This Agreement and warranties given any other documents delivered to MassDevelopment by the Grantee pursuant hereto are the legal, valid and binding obligations of the Grantee, enforceable against the Grantee in accordance with their respective terms. (b) All statements or information provided in Xxxxxxx’s application, as supplemented by the Budget submitted as Exhibit B hereto, for a Grant from the Fund were and continue to be given by Borrower, BTITC, or any Subsidiary of Borrower in connection with the Related Transactions Documents are true and correct accurate in all material respects respects. (c) When constructed, the Project will be fit for its intended use as part of a Cultural Facility and will comply with the Americans with Disabilities Act, to the extent applicable. (d) The Grantee is not aware of any matter or circumstance, currently existing or with the passage of time or notice, which would prevent the construction and occupancy of the date hereof, and such representations and warranties are hereby incorporated herein by this reference as of such dates with the same effect as though set forth Project in their entirety herein. Neither Borrower, BTITC, nor any other party to any Related Transactions Documents is in default in the performance or compliance with any provision thereof. The Related Transactions Documents each comply with, and the transactions contemplated thereby have or will be consummated a timely manner in accordance with all Applicable Law. Each the Completion Date. (e) There are no actions, suits, proceedings, adverse findings or investigations pending or, to the knowledge of the Related Transactions Documents is in full force and effect Grantee or its Subsidiaries (as defined below), threatened, anticipated or contemplated (nor, to the knowledge of the Closing Date and has not been terminatedGrantee or its Subsidiaries, rescinded is there any basis therefor) against or withdrawn. All requisite approvals by Governmental Authorities having jurisdiction over Borroweraffecting the Grantee or its Subsidiaries before any court or governmental department, BTITC commission, board, bureau, agency or the other parties referenced thereininstrumentality, with respect to the transactions contemplated by the Related Transactions Documentsdomestic or foreign, have been obtained, and no such approvals impose any conditions to which could prevent or hinder the consummation of the transactions contemplated thereby in hereby or call into question the conduct by Borrower or BTITC of their business thereafter. (b) Notwithstanding anything in the Related Transactions Documents to the contrary, the representations and warranties of Borrower, BTITC, or any Subsidiary of Borrower in the Related Transactions Documents incorporated in this Agreement by subsection 3.27(A) shall, solely for the purposes validity of this Agreement, survive the execution and delivery any of the Related Transactions Documentsrelated documents or any other instrument provided for or contemplated by this Agreement or any action taken or to be taken in connection with the transactions contemplated hereby or thereby. As used in this Agreement, the execution term “Subsidiary” means any corporation or other entity of which the Grantee and/or any of its Subsidiaries directly or indirectly owns, or has the right to control or direct the voting of, fifty percent (50%) or more of the outstanding capital stock or other ownership interest having general voting power (under ordinary circumstances) or any non-stock corporation or other entity without capital stock as to which the Grantee and/or any Subsidiary of the Grantee constitutes a majority of the members or holds a majority of the voting power. (f) The Grantee and delivery its Subsidiaries are not in violation of this Agreement any material term of their Charters, bylaws or other organizational documents as now in effect. The Grantee and its Subsidiaries are not in violation of any material term of any mortgage, indenture, judgment, decree or order, or any other material instrument, contract or agreement applicable to the Grantee or its Subsidiaries the violation of which would be reasonably likely to have a material adverse effect on the Grantee. (g) The Grantee and its Subsidiaries have filed proper and accurate federal, state and local tax returns, reports and estimates for all years and periods for which any such returns, reports or estimates were required to be filed and has paid all taxes, assessments, impositions, fees and other governmental charges required to be paid in respect of the periods covered by any such returns, reports or estimates. The Grantee and its Subsidiaries are not delinquent in the payment of any tax, assessment or governmental charge, and no deficiencies for any tax, assessment or governmental charge have been asserted or assessed, and the other Loan DocumentsGrantee and its Subsidiaries know of no material liability or basis therefor. (h) To the best of the Grantee’s and its Subsidiaries’ knowledge, the making Grantee and its Subsidiaries are in compliance with all requirements of law, federal, state and local, and all requirements of all governmental bodies or agencies having or claiming jurisdiction over them, the conduct of their business and the use of their properties and assets, as presently conducted and used, and all premises occupied by them, all to the extent that failure to comply with any of such requirements could (singly or in the aggregate) have a material adverse effect on the business, prospects or financial condition of the Loans hereunder Grantee. (i) The Grantee has obtained or will obtain all necessary licenses, permits and approvals for the construction, use and occupancy of the Project and such construction, use and occupancy will not violate any building, zoning, subdivision, land use, fire code, health, historic preservation, licensing, lead paint, tenant relocation, planning, sanitation, handicapped access, environmental protection or any other federal, state, or local ordinance, regulation or law applicable to the Property. Grantee has filed its Project Notification Form with the Massachusetts Historical Commission (“MHC”). (j) To the best of Xxxxxxx’s knowledge, the Grantee and each portion of the Property are in compliance in all material respects with all Environmental Laws. “Environmental Laws” refers to any and all federal, state and local statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, licenses or other governmental restrictions relating to the environment or the release of any materials into the environment, including, without limitation, Massachusetts General Laws Chapter 21E (“Chapter 21E”), the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. Section 9601 et seq., as amended by the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499, 100 Stat. 1613 (“CERCLA”), the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6901-6987; Title V of the State Environmental Code and state and local statutes, regulations and other governmental restrictions governing private xxxxx and the execution and delivery water supply. (k) There are no easements, restrictions or encumbrances across or affecting any of the BTITC Senior NotesProperty which will have a material adverse effect upon the operation of any of the improvements at the Property for their intended purpose, nor which will in any way materially interfere with the construction of any such improvements. (l) [Either no part of the improvements at the Property is or will be located in a designated flood hazard area (as defined in the Flood Disaster Protection Act of 1973) or if part of the improvements at the Property will be located in a designated flood hazard area, Grantee must obtain flood insurance for the maximum amount insurable under the National Flood Insurance Program.] [This covenant will be required for acquisition and expansion projects but not for deferred maintenance or rehabilitation projects.]

Other Representations and Warranties. Relating to the PRC Companies. (a) Borrower represents The constitutional documents and warrants that material certificates and related contracts and agreements of each of the representations PRC Companies are valid and warranties given or to be given by Borrower, BTITC, or any Subsidiary of Borrower in connection with the Related Transactions Documents are true and correct in all material respects as of the date hereof, and such representations and warranties are hereby incorporated herein by this reference as of such dates with the same effect as though set forth in their entirety herein. Neither Borrower, BTITC, nor any other party to any Related Transactions Documents is in default in the performance or compliance with any provision thereof. The Related Transactions Documents each comply with, and the transactions contemplated thereby have or will be consummated in accordance with all Applicable Law. Each of the Related Transactions Documents is in full force and effect as of the Closing Date and has not been terminated, rescinded or withdrawn. All requisite approvals by Governmental Authorities having jurisdiction over Borrower, BTITC or the other parties referenced therein, with respect to the transactions contemplated by the Related Transactions Documents, have been obtained, and no such approvals impose any conditions to the consummation of the transactions contemplated thereby in the conduct duly approved or issued (as applicable) by Borrower or BTITC of their business thereaftercompetent PRC authorities. (b) Notwithstanding anything All material consents, approvals, authorizations or licenses required under PRC law for the due and proper establishment and operation of each of the PRC Companies have been duly obtained from the relevant PRC authorities and are in full force and effect. (c) All material filings and registrations with the PRC authorities required in respect of each of the PRC Companies and its operations, including but not limited to the registrations with the Ministry of Foreign Trade and Economic Cooperation (or its successor, the Ministry of Commerce), the State Administration of Industry and Commerce, the State Administration for Foreign Exchange, tax bureau, customs authorities and product registration authorities have been duly completed in accordance with the relevant rules and regulations. (d) The registered capital of each of the PRC Companies is fully paid up. The Company legally and beneficially owns 100% of the equity interest in the Related Transactions Documents to the contrary, the representations and warranties of Borrower, BTITCWFOE. There are no outstanding rights, or commitments made by any Subsidiary of Borrower the PRC Companies to sell any of its equity interest. (e) None of the PRC Companies is in receipt of any letter or notice from any relevant authority notifying revocation of any permits or licenses issued to it for noncompliance or the Related Transactions Documents incorporated need for compliance or remedial actions in this Agreement respect of the activities carried out directly or indirectly by subsection 3.27(Ait. (f) shallEach of the PRC Companies has been conducting and will conduct its business activities within the permitted scope of business or is otherwise operating its business in full compliance with all relevant legal requirements and with all requisite licenses, solely permits and approvals granted by competent PRC authorities. (g) In respect of approvals, licenses or permits requisite for the purposes conduct of this Agreement, survive the execution and delivery any part of the Related Transactions business of each of the PRC Companies which are subject to periodic renewal, neither the Company nor the WFOE nor any Founder, has any reason to believe that such requisite renewals will not be timely granted by the relevant PRC authorities. (h) Except as set forth in Schedule 3.26 of the Disclosure Schedule, with regard to employment and staff or labor management, each of the PRC Companies has complied with all applicable PRC laws and regulations in all material respects, including without limitation, laws and regulations pertaining to welfare funds, social benefits, medical benefits, insurance, retirement benefits, and pensions. (i) All PRC regulatory and corporate authorizations and approvals, where applicable, have been obtained in respect of the Restructuring Documents, the execution and delivery of this Agreement and the other Loan Documentswhich are currently, the making or will be as of the Loans hereunder Initial Closing, and the execution and delivery shall as of the BTITC Senior Notesfirst Subsequent Closing continue to be, valid and subsisting under PRC law and in accordance with their respective terms.

Other Representations and Warranties. Since the date of the Financial Statements, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the Business, any: (a) Borrower represents and warrants event, occurrence or development that each has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the representations and warranties given charter, by-laws or to be given by Borrower, BTITC, other organizational documents of Seller; (c) material change in any method of accounting or any Subsidiary of Borrower in connection with the Related Transactions Documents are true and correct in all material respects as accounting practice of the date hereofCompany, except as required by GAAP or as disclosed in the notes to the Financial Statements; (d) material change in the Company’s cash management practices and such representations its policies, practices and warranties are hereby incorporated herein by this reference as procedures with respect to collection of such dates accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (e) entry into any Contract that would constitute a Material Contract; (f) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (g) transfer, assignment, sale or other disposition of any of the same effect as though set forth Acquired Assets shown or reflected in their entirety herein. Neither Borrower, BTITC, nor the Financial Statements or cancellation of any other party debts or entitlements; (h) transfer or assignment of or grant of any license or sublicense under or with respect to any Related Transactions Documents is in default material Company Intellectual Property or Company Intellectual Property Agreements except non-exclusive licenses or sublicenses granted in the performance ordinary course of business consistent with past practice; (i) abandonment or compliance with any provision thereof. The Related Transactions Documents each comply with, and the transactions contemplated thereby have lapse of or will be consummated in accordance with all Applicable Law. Each of the Related Transactions Documents is failure to maintain in full force and effect as any material Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any material Trade Secrets included in the Closing Date and has Company Intellectual Property; (j) material damage, destruction or loss whether or not been terminated, rescinded or withdrawn. All requisite approvals covered by Governmental Authorities having jurisdiction over Borrower, BTITC or the other parties referenced therein, with respect insurance to the transactions contemplated by the Related Transactions Documents, have been obtained, and no such approvals impose Business or Acquired Assets; (k) any conditions to the consummation of the transactions contemplated thereby in the conduct by Borrower or BTITC of their business thereafter. (b) Notwithstanding anything in the Related Transactions Documents to the contrary, the representations and warranties of Borrower, BTITCcapital investment in, or any Subsidiary loan to, any other Person; (l) acceleration, termination, material modification to or cancellation of Borrower any material Contract (including, but not limited to, any Material Contract) to which Seller is a party or by which it is bound; (m) any material capital expenditures; (n) imposition of any Encumbrance upon any of the Business or Acquired Assets, tangible or intangible; (o) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the Related Transactions Documents incorporated terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed ten thousand dollars ($10,000), or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (p) hiring or promoting any person or employee except to fill a vacancy in this Agreement by subsection 3.27(Athe ordinary course of business; (q) shalladoption, solely for modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (r) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers and employees; (s) entry into a new line of Business or abandonment or discontinuance of existing lines of Business; (t) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the purposes filing of this Agreementany bankruptcy petition against it under any similar Law; (u) purchase, survive the execution and delivery lease or other acquisition of the Related Transactions Documentsright to own, the execution and delivery use or lease any property or assets for an amount in excess of this Agreement and the other Loan Documentsten thousand dollars ($10,000); (v) acquisition by merger or consolidation with, the making or by purchase of a substantial portion of the Loans hereunder and assets or stock of, or by any other manner, any business or any Person or any division thereof; or, (w) action by Seller to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the execution and delivery effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or any Contract to do any of the BTITC Senior Notesforegoing, or any action or omission that would result in any of the foregoing.

Other Representations and Warranties. The parties make the following additional representations, warranties and covenants: (a) Borrower Each of Lessor and PDUS warrants and represents for itself and covenants with the other party that: (i) It has the full right, title, power and authority to enter into this Lease and to perform its obligations hereunder in accordance with the terms hereof. (ii) It has not utilized the services of a broker or a finder in the negotiation and/or execution of this Lease, and that it has not incurred any obligation to pay a broker's commission or finder's fee upon the execution and consummation of this Lease. (iii) It shall pay all costs and expenses incurred or to be incurred by it in performing its obligations under and the transactions contemplated by this Lease. (iv) It will not do or permit to be done during the term of the Lease any act which would or might hinder or impair the rights of the other party granted under this Lease. (b) PDUS warrants and represents and covenants with the Lessor that: (i) it is a corporation duly organized, validly existing, and in good standing under the laws of its state of incorporation. (ii) it is duly qualified and in good standing to conduct business in the State of Nevada. (iii) it has the requisite corporate power and authority (i) to enter into this Lease and all other agreements contemplated hereby, and (ii) to carry out and perform its obligations under the terms and provisions of this Lease and all agreements contemplated hereby. (iv) all requisite corporate action on its part, and on the part of its officers, directors, and shareholders, necessary for the execution, delivery, and performance of this Lease and all other agreements contemplated hereby, have been taken. This Lease and all agreements and instruments contemplated hereby are, and when executed and delivered by it (assuming valid execution and delivery by Lessor), will be, legal, valid, and binding obligations enforceable against it in accordance with their respective terms. The execution, delivery and performance of this Lease will not violate any provision of its articles of incorporation or by-laws or of any law; any order of any court or other agency of government; or any provision of any indenture, agreement or other instrument to which it is a party or by which its properties or assets are bound; or be in conflict with, result in a breach of or constitute (with due notice and lapse of time) a default under any such indenture, agreement or other instrument. There is no law, rule or regulation, nor is there any judgment, decree or order of any court or governmental authority binding on it which would be contravened by the execution, delivery, performance, or enforcement of this Lease or any instrument or agreement required hereunder. Notwithstanding the foregoing, no representation is made as to (A) the remedy of specific performance or other equitable remedies for the enforcement of this Lease or any other agreement contemplated hereby or (B) rights to indemnity under this Lease for securities law liability. Additionally, this representation is limited by applicable bankruptcy, insolvency, moratorium, and other similar laws affecting generally the rights and remedies of creditors and secured parties. (c) Lessor warrants and represents and covenants with PDUS that this Lease and all agreements and instruments contemplated hereby are, and when executed and delivered by it (assuming valid execution and delivery by PDUS), will be, legal, valid, and binding obligations enforceable against it in accordance with their respective terms. The execution, delivery and performance of this Lease will not violate any provision of any law; any order of any court or other agency of government; or any provision of any indenture, agreement or other instrument to which it is a party or by which its properties or assets are bound; or be in conflict with, result in a breach of or constitute (with due notice and lapse of time) a default under any such indenture, agreement or other instrument. There is no law, rule or regulation, nor is there any judgment, decree or order of any court or governmental authority binding on it which would be contravened by the execution, delivery, performance, or enforcement of this Lease or any instrument or agreement required hereunder. Notwithstanding the foregoing, no representation is made as to (A) the remedy of specific performance or other equitable remedies for the enforcement of this Lease or any other agreement contemplated hereby or (B) rights to indemnity under this Lease for securities law liability. Additionally, this representation is limited by applicable bankruptcy, insolvency, moratorium, and other similar laws affecting generally the rights and remedies of creditors and secured parties. (d) Each of the parties represents and warrants to the other that the consummation of this Lease will not result in or constitute a default or an event that, with notice or lapse of time or both, would be a default, breach or violation of any lease, license, promissory note, conditional sales contract, commitment, or any other agreement, instrument or arrangement to which it is a party, or by which it is bound. (e) Lessor represents and warrants that each to the best of its knowledge, there is no condition or activity at the Property which constitutes a nuisance or which could result in a violation of or liability under any applicable Environmental Laws (as defined in Section 6.7). Lessor has not received any notice of violation or any consent order issued under applicable federal, state or local laws, orders, regulations, directives or restrictions concerning protection of the representations environment and warranties given health and safety to which the Property or any operations thereon are now subject or may become subject. There are no pending or, to Lessor's knowledge, threatened proceedings by or before any court or other governmental authority with respect to operations on or the ownership of the Property alleged to be, or to have been, in violation of, or to be given by Borrowerthe basis of liability under, BTITC, or any Subsidiary of Borrower in connection with the Related Transactions Documents are true and correct in all material respects as of the date hereofapplicable Environmental Laws, and such representations and warranties are hereby incorporated herein by this reference Lessor is not aware of any "release" (as of such dates with the same effect as though set forth in their entirety herein. Neither Borrower, BTITC, nor any other party to any Related Transactions Documents is in default defined in the performance U.S. Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended) of any Hazardous Materials at, from or compliance with any provision thereof. The Related Transactions Documents each comply with, affecting the Property. (f) Lessor represents and warrants that to the transactions contemplated thereby have best of its knowledge it has conducted all of its activities and operations on or will be consummated in accordance with all Applicable Law. Each of the Related Transactions Documents is in full force and effect as of the Closing Date and has not been terminated, rescinded or withdrawn. All requisite approvals by Governmental Authorities having jurisdiction over Borrower, BTITC or the other parties referenced therein, with respect to the transactions contemplated by the Related Transactions DocumentsProperty in full compliance with applicable federal, have been obtainedstate and local laws, rules and regulations, and Lessor has received no such approvals impose notices from any conditions governmental agency of any failure to so comply. (g) Lessor represents and warrants that there are no royalties or other burdens on production affecting the Property other than those granted to Lessor herein. (h) Lessor represents and warrants that it has obtained all permits, licenses, approvals, authorizations and qualifications of all federal, state and local authorities required for it to carry on its activities at or on the Property. To the best of its knowledge, Lessor is not in violation of and has no liability under any statute, rule or regulation of any governmental authority applicable to the Property. (i) Lessor represents and warrants that it has performed all material obligations required to be performed by it under any contracts and commitments affecting the Property to which it is a party, and is not in default, and will not be in default as a result of the consummation of the transactions contemplated thereby in the conduct by Borrower this Lease, under any contract, agreement, commitment, mortgage, indenture, loan agreement, lease, license, or BTITC other instrument to which it is a party. True and correct copies of their business thereafterall such agreements and commitments, as amended, have been provided to PDUS, and are listed on Exhibit C attached hereto and incorporated herein by reference. (bj) Notwithstanding anything in Lessor represents and warrants that with respect to its activities on the Related Transactions Documents Property, to the contrarybest of its knowledge, Lessor is not in material violation of any law, rule, ordinance, or other governmental regulation, including, without limitation, those relating to zoning, condemnation, mining, reclamation, environmental matters, equal employment, and federal, state, or local health and safety laws, rules, and regulations, the representations lack of compliance with which could materially adversely affect the Property. (k) Lessor represents and warranties warrants that there are no actions, suits or proceedings pending or, to the best of BorrowerLessor's knowledge, BTITCthreatened against or affecting the Property, including any actions, suits, or proceedings being prosecuted by any Subsidiary federal, state or local department, commission, board, bureau, agency, or instrumentality. To the best of Borrower in Lessor's knowledge, it is not subject to any order, writ, injunction, judgment or decree of any court or any federal, state or local department, commission, board, bureau, agency, or instrumentality which relates to the Related Transactions Documents incorporated in this Agreement by subsection 3.27(AProperty. (1) shallLessor represents and warrants that all federal, solely for state and local excise, property and other taxes and assessments pertaining to or assessed against the purposes of this Agreement, survive the execution Property have been timely and delivery of the Related Transactions Documents, the execution and delivery of this Agreement and the other Loan Documents, the making of the Loans hereunder and the execution and delivery of the BTITC Senior Notesproperly paid.

Other Representations and Warranties. Borrower represents and warrants to Lender as follows: (a) Borrower represents is a corporation, duly organized, validly existing and warrants that each in good standing under the laws of the representations State of Colorado. Borrower is duly authorized to transact business in and warranties given is in good standing under the laws of the Commonwealth of Massachusetts; (b) The execution, delivery and performance by Borrower of the Loan Documents are within Borrower’s power and authority and have been duly authorized by all necessary action; (c) This Mortgage is, and each other Loan Document to which Borrower is a party will, when delivered hereunder, be valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms, except as limited by equitable principles and bankruptcy, insolvency and similar laws affecting creditors’ rights; (d) The execution, delivery and performance by Borrower of the Loan Documents will not contravene any contractual or other restriction binding on or affecting Borrower and will not result in or require the creation of any lien, security interest, other charge or encumbrance (other than pursuant hereto) upon or with respect to any of its properties; (e) The execution, delivery and performance by Borrower of the Loan Documents does not contravene any applicable law; (f) No authorization, approval, consent or other action by, and no notice to or filing with, any court, governmental authority or regulatory body is required for the due execution, delivery and performance by Borrower of any of the Loan Documents or the effectiveness of any assignment of any of Borrower’s rights and interests of any kind to Lender; (g) No part of the Property, Chattels, or Intangible Personalty is in the hands of a receiver, no application for a receiver is pending with respect to any portion of the Property, Chattels, or Intangible Personalty, and no part of the Property, Chattels, or Intangible Personalty is subject to any foreclosure or similar proceeding; (h) Borrower has not made any assignment for the benefit of creditors, nor has Borrower filed, or had filed against it, any petition in bankruptcy; (i) There is no pending or, to the best of Borrower’s knowledge, threatened, litigation, action, proceeding or investigation, including, without limitation, any condemnation proceeding, against Borrower or the Property before any court, governmental or quasi-governmental, arbitrator or other authority; (j) Borrower is a “non-foreign person” within the meaning of Sections 1445 and 7701 of the United States Internal Revenue Code of 1986, as amended, and the regulations issued thereunder; (k) Access to and egress from the Property are available and provided by a non-exclusive access from the Property to public streets over “Area 4” as described in Exhibit A, and Borrower has no knowledge of any federal, state, county, municipal or other governmental plans to change the highway or road system in the vicinity of the Property or to restrict or change access from any such highway or road to the Property; (l) All public utility services necessary for the operation of all improvements constituting part of the Property for their intended purposes are available at the boundaries of the land constituting part of the Property, including water supply, storm and sanitary sewer facilities, and natural gas, electric, telephone and internet facilities; (m) The Property is located in a zoning district designated Medical and Recreational Overlay District by the Town of Freetown, Massachusetts. Such designation permits the development, use and operation of the Property as it is intended to be given by Borroweroperated as a permitted, BTITCand not as a non-conforming use. The Property complies in all respects with all zoning ordinances, regulations, requirements, conditions and restrictions, including but not limited to deed restrictions and restrictive covenants, applicable to the Property; (n) There are no special or other assessments for public improvements or otherwise now affecting the Property, nor does Borrower know of any pending or threatened special assessments affecting the Property or any contemplated improvements affecting the Property that may result in special assessments. There are no tax abatements or exemptions affecting the Property; (o) Borrower has filed all tax returns it is required to have filed, and has paid all taxes as shown on such returns or on any assessment received pertaining to the Property; (p) Borrower has not received any notice from any governmental body having jurisdiction over the Property as to any violation of any applicable law, or any Subsidiary notice from any insurance company or inspection or rating bureau setting forth any requirements as a condition to the continuation of any insurance coverage on or with respect to the Property or the continuation thereof at premium rates existing at present which have not been remedied or satisfied; (q) Borrower is not in connection with default, in any manner which would adversely affect its properties, assets, operations or condition (financial or otherwise), in the Related Transactions Documents performance, observance or fulfillment of any of the obligations, covenants or conditions set forth in any agreement or instrument to which it is a party or by which it or any of its properties, assets or revenues are bound; (r) Except as set forth in the Lease Certificate, there are no occupancy rights (written or oral), Secondary Leases or tenancies presently affecting any part of the Property. The Lease Certificate contains a true and correct description of all Secondary Leases presently affecting the Property. No written or oral agreements or understandings exist between Borrower and the tenants under the Secondary Leases described in all material respects as the Lease Certificate that grant such tenants any rights greater than those described in the Lease Certificate or that are in any way inconsistent with the rights described in the Lease Certificate; (s) There are no options, purchase contracts or other similar agreements of any type (written or oral) presently affecting any part of the date hereofProperty; (t) There exists no brokerage agreement with respect to any part of the Property; (u) All Permits necessary for the operation, use, ownership, development, occupancy and maintenance of the Property as a marijuana greenhouse growing and processing facility have been obtained. None of the Permits has been suspended or revoked, and such representations all of the Permits are in full force and warranties effect, are hereby incorporated herein by this reference as of such dates with the same effect as though set forth in their entirety herein. Neither Borrower, BTITC, nor any other party to any Related Transactions Documents is in default in the performance or compliance with any provision thereof. The Related Transactions Documents each comply withfully paid for, and the transactions contemplated thereby have Borrower has made or will be consummated in accordance with all Applicable Law. Each make application for renewals of any of the Related Transactions Documents is Permits, if needed, prior to the expiration thereof; (v) All insurance policies held by Borrower relating to or affecting the Property are in full force and effect as of the Closing Date and shall remain in full force and effect until all Secured Obligations are satisfied. Borrower has not been terminated, rescinded received any notice of default or withdrawnnotice terminating or threatening to terminate any such insurance policies. All requisite approvals by Governmental Authorities having jurisdiction over Borrower, BTITC Borrower has made or the other parties referenced therein, with respect will make application for renewals of any of such insurance policies prior to the transactions contemplated by the Related Transactions Documents, have been obtained, and no such approvals impose any conditions to the consummation of the transactions contemplated thereby in the conduct by Borrower or BTITC of their business thereafter.expiration thereof; (bw) Notwithstanding anything in the Related Transactions Documents to the contrary, the representations and warranties of Borrower, BTITC, or any Subsidiary of Borrower in the Related Transactions Documents incorporated in this Agreement by subsection 3.27(A) shall, solely for the purposes of this Agreement, survive the execution and delivery of the Related Transactions Documents, the execution and delivery of this Agreement and the other Loan Documents, currently complies with ERISA. Neither the making of the Loans hereunder and Loan nor the execution and delivery exercise by Lender of any of its rights under the BTITC Senior NotesLoan Documents constitutes or will constitute a non-exempt, prohibited transaction under ERISA; and (x) Borrower’s exact legal name is correctly set out in the introductory paragraph of this Mortgage. Borrower’s location (as such term is used in Section 5.8 hereof) is the State of Colorado.