Common use of Purchaser Clause in Contracts

Purchaser. Purchaser hereby represents and warrants to the Company that: (a) Purchaser is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act and the Securities to be acquired by it pursuant to this Agreement are being acquired for its own account and, as of the date hereof, not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities law; provided that the disposition of Purchaser's property shall at all times be and remain within its control; (b) the execution, delivery and performance of this Agreement and the purchase of the Securities pursuant thereto are within Purchaser's corporate or partnership powers, as applicable, and have been duly and validly authorized by all requisite corporate or partnership action; (c) this Agreement has been duly executed and delivered by Purchaser; (d) the execution and delivery by Purchaser of the Transaction Agreements to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon Purchaser; (e) Purchaser understands that the Securities have not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreement or the remaining Transaction Agreements; (f) this Agreement constitutes a valid and binding agreement of Purchaser enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency or similar laws affecting the enforceability of creditors rights generally and (ii) equitable principles of general applicability; (g) Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities and Purchaser is capable of bearing the economic risks of such investment; (h) Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; Purchaser has previously invested in securities similar to the Securities and fully understands the limitations on transfer described herein; Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enable it to evaluate its investment in the Securities; Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and the risks of investing in the Securities; and Purchaser has been afforded the opportunity to obtain such additional information which the Company possesses or can acquire that is necessary to verify the accuracy and completeness of the information given to Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and other undertakings hereunder, and shall not limit Purchaser's ability to rely thereon; (i) no part of the source of funds used by Purchaser to acquire the Securities constitutes assets allocated to any separate account maintained by Purchaser in which any employee benefit plan (or its related trust) has any interest; and (j) Purchaser is a corporation organized under the laws of Bermuda.

Purchaser. Purchaser hereby represents and warrants to the Company that: (a) Purchaser is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act and the Securities to be acquired by it pursuant to this Agreement are being acquired for its own account and, as of the date hereof, not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities law; provided that the disposition of Purchaser's property shall at all times be and remain within its control; (b) the execution, delivery and performance of this Agreement and the purchase of the Securities pursuant thereto are within Purchaser's corporate or partnership powers, as applicable, and have been duly and validly authorized by all requisite corporate or partnership action; (c) this Agreement has been duly executed and delivered by Purchaser; (d) the execution and delivery by Purchaser of the Transaction Agreements to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon Purchaser; (e) Purchaser understands that the Securities have not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreement or the remaining Transaction Agreements; (f) this Agreement constitutes a valid and binding agreement of Purchaser enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency or similar laws affecting the enforceability of creditors rights generally and (ii) equitable principles of general applicability; (g) Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities and Purchaser is capable of bearing the economic risks of such investment; (h) Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; Purchaser has previously invested in securities similar to the Securities and fully understands the limitations on transfer described herein; Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enable it to evaluate its investment in the Securities; Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and the risks of investing in the Securities; and Purchaser has been afforded the opportunity to obtain such additional information which the Company possesses or can acquire that is necessary to verify the accuracy and completeness of the information given to Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and other undertakings hereunder, and shall not limit Purchaser's ability to rely thereon;; and (i) no part of the source of funds used by Purchaser to acquire the Securities constitutes assets allocated to any separate account maintained by Purchaser in which any employee benefit plan (or its related trust) has any interest; and (j) Purchaser is a corporation organized under the laws of Bermuda.

Purchaser. Purchaser hereby represents and warrants to the Company that: (a) Purchaser is an "“accredited investor" ” within the meaning of Rule 501(a) under the Securities Act and the Securities to be acquired by it pursuant to this Agreement are being acquired for its own account and, as of the date hereof, not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities law; provided that the disposition of Purchaser's ’s property shall at all times be and remain within its control; (b) the execution, delivery and performance of this Agreement and the purchase of the Securities pursuant thereto are within Purchaser's ’s corporate or partnership powers, as applicable, and have been duly and validly authorized by all requisite corporate or partnership action; (c) this Agreement has been duly executed and delivered by Purchaser; (d) the execution and delivery by Purchaser of the Transaction Agreements to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon Purchaser; (e) Purchaser understands that the Securities have not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreement or the remaining Transaction Agreements; (f) this Agreement constitutes a valid and binding agreement of Purchaser enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency or similar laws affecting the enforceability of creditors rights generally and (ii) equitable principles of general applicability; (g) Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities and Purchaser is capable of bearing the economic risks of such investment; (h) Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; Purchaser has previously invested in securities similar to the Securities and fully understands the limitations on transfer described herein; Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enable it to evaluate its investment in the Securities; Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and the risks of investing in the Securities; and Purchaser has been afforded the opportunity to obtain such additional information which the Company possesses or can acquire that is necessary to verify the accuracy and completeness of the information given to Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and other undertakings hereunder, and shall not limit Purchaser's ’s ability to rely thereon; (i) no part of the source of funds used by Purchaser to acquire the Securities constitutes assets allocated to any separate account maintained by Purchaser in which any employee benefit plan (or its related trust) has any interest; and (j) Purchaser is a corporation organized under the laws of Bermuda.

Purchaser. Purchaser hereby represents and warrants to the Company thatSeller as follows: (a) 6.1.1. Purchaser is an "accredited investor" within the meaning of Rule 501(a) a Delaware limited liability company duly organized, validly existing and in good standing under the Securities Act laws of the State of Delaware. Purchaser has all requisite authority and the Securities power to be acquired by it pursuant to enter into this Agreement are being acquired for and performs its own account and, as of the date hereof, not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal obligations herein. The execution and state securities law; provided that the disposition of Purchaser's property shall at all times be and remain within its control; (b) the execution, delivery and performance of this Agreement and the purchase consummation by Purchaser of the Securities pursuant thereto are within Purchaser's corporate or partnership powers, as applicable, and transactions contemplated herein have been duly and validly authorized by all requisite corporate or partnership action;company actions on the part of Purchaser. (c) this Agreement has been duly executed and delivered by Purchaser; (d) the execution and delivery by Purchaser of the Transaction Agreements to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon Purchaser; (e) Purchaser understands that the Securities have not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreement or the remaining Transaction Agreements; (f) this 6.1.2. This Agreement constitutes a the valid and binding agreement obligations of Purchaser enforceable in accordance with its terms, subject to . All documents or agreements being executed and delivered at closing by Purchasers will constitute valid and binding obligations of Purchaser enforceable in accordance with its terms. 6.1.3. Neither the execution or delivery of this Agreement by Purchaser nor the consummation by Purchaser of the transactions contemplated herein will (i) applicable bankruptcyconflict with or result in a breach of, insolvency the terms, conditions or similar laws affecting provisions of, or constitute a default under the enforceability Articles of creditors rights generally and Organization, Operating Agreement, resolutions or consents of Purchaser, or any indenture, mortgage, lease, agreement or other instrument to which Purchaser is a party; or (ii) equitable principles violate any law or regulation to which Purchaser is or will be subject. 6.1.4. Purchaser is not aware of general applicability;any facts or matters of which Seller is not aware which would materially and adversely affect Purchaser's future business operations or the current or future value of Purchaser's stock or securities. 6.1.5. Purchaser, to the best of Purchaser's knowledge, warrants that there are no actions, suits, claims, investigations or other proceedings pending and there is no action, suit, claim, investigation, proceeding, grievance, or controversy threatened against the Purchaser that could affect the ability to consummate the transaction contemplated in this Agreement. Furthermore, no governmental agency has at any time challenged or questioned, or commenced or given notice of intention to commence any investigation relating to the transactions which are the subject of this Agreement. 6.1.6. Purchaser will use is best efforts to obtain the approvals described in Section 4.1.1, 4.1.2 and 4.1.11. 6.1.7. Purchaser acknowledges and represents and warrants to Seller, that Purchaser, either directly or through affiliates, has purchased automobile dealerships, and continues to own and operate automobile dealerships. As a result, Purchaser is knowledgeable and familiar with all aspects of purchasing, owning and operating automobile dealership, and the potential economic consequences (gfavorable and unfavorable) Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment that can occur in the Securities purchase and operation of an automobile dealership. Purchaser shall conduct its own due diligence and shall rely solely on its own inspection, examination and investigation in making the decision to purchase the Assets and enter in the transaction described in or contemplated ;by this Agreement, and Purchaser is capable acknowledges that no independent investigation or verification has been or will be make by any of bearing the economic risks of such investment; (h) Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; Purchaser has previously invested in securities similar Seller with respect to the Securities and fully understands the limitations on transfer described herein; Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enable it to evaluate its investment in the Securities; Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and the risks of investing in the Securities; and Purchaser has been afforded the opportunity to obtain such additional information which the Company possesses accuracy or can acquire that is necessary to verify the accuracy and completeness of the information given to Purchaser supplied by any Seller concerning any of the CompanyAssets and of Seller's business. The foregoing does not Except for the warranty of title contained in any way relieve the Company of its bill xx Sale and the representations and other undertakings hereunderwarranties contained in Section 6.2, Seller expressly disclaims any and all representations, warranties, or guarantees, of any kind, oral or written, express or implied, including, without limitation the value, condition, merchantability, marketability, suitability or fitness for a particular use or purpose of any of the Assets. Seller is not, and shall will not limit Purchaser's ability make any representation or warranty express or implied, as to rely thereon; (i) no part future profitability of the source Dealership or whether Purchaser will be able to retain any or all of funds used by Purchaser those franchises if they are so transferred to acquire the Securities constitutes assets allocated to any separate account maintained by Purchaser in which any employee benefit plan (or its related trust) has any interest; and (j) Purchaser is a corporation organized under the laws of BermudaPurchaser.

Purchaser. Purchaser hereby represents and warrants to the Company that: (a) Purchaser is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act and the Securities to be acquired by it pursuant to this Agreement are being acquired for its own account and, as of the date hereof, not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities law; provided that the disposition of Purchaser's property shall at all times be and remain within its control; (b) the execution, delivery and performance of this Agreement and the purchase of the Securities pursuant thereto are within Purchaser's corporate or partnership powers, as applicable, and have been duly and validly authorized by all requisite corporate or partnership action; (c) this Agreement has been duly executed and delivered by Purchaser; (d) the execution and delivery by Purchaser of the Transaction Agreements to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon Purchaser; (e) Purchaser understands that the Securities have not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreement or the remaining Transaction Agreements; (f) this Agreement constitutes a valid and binding agreement of Purchaser enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency or similar laws affecting the enforceability of creditors rights generally and (ii) equitable principles of general applicability; (g) Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities and Purchaser is capable of bearing the economic risks of such investment; (h) Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; Purchaser has previously invested in securities similar to the Securities and fully understands the limitations on transfer described herein; Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enable it to evaluate its investment in the Securities; Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and the risks of investing in the Securities; and Purchaser has been afforded the opportunity to obtain such additional information which the Company possesses or can acquire that is necessary to verify the accuracy and completeness of the information given to Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and other undertakings hereunder, and shall not limit Purchaser's ability to rely thereon;; and (i) no part of the source of funds used by Purchaser to acquire the Securities constitutes assets allocated to any separate account maintained by Purchaser in which any employee benefit plan (or its related trust) has any interest; and. (j) Purchaser agrees that for as long as this Securities Purchase Agreement is in effect or two years, whichever is longer, that Purchaser of any Affiliate of Purchaser will not short sell (either in a corporation organized under the laws naked or covered short transaction) any common stock of BermudaCompany. Any violation of this requirement would be considered a condition of default by Purchaser and would automatically void all restrictive covenants of Company imposed by Purchaser and Company.

Purchaser. Each of Purchaser hereby represents and warrants Old ACG recognizes and acknowledges that it has in the past, currently has and in the future may have, prior to the Company Closing, access to certain confidential information of Company, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of Company. Each of Purchaser and Old ACG agrees that: (a) Purchaser is an "accredited investor" within , prior to the meaning of Rule 501(a) under Closing, or if the Securities Act and the Securities to be acquired transactions contemplated by it pursuant to this Agreement are being acquired not consummated, it will not disclose such confidential information to any Person for its own account andany purpose or reason whatsoever, as of the date hereof, not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities law; provided that the disposition of Purchaser's property shall at all times be and remain within its control; (b) the execution, delivery and performance of this Agreement and the purchase of the Securities pursuant thereto are within Purchaser's corporate or partnership powers, as applicable, and have been duly and validly authorized by all requisite corporate or partnership action; (c) this Agreement has been duly executed and delivered by Purchaser; (d) the execution and delivery by Purchaser of the Transaction Agreements to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (i) to authorized representatives of Company, other Founding Companies or any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon Purchaser; (e) Purchaser understands that the Securities have not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreement or the remaining Transaction Agreements; (f) this Agreement constitutes a valid and binding agreement of Purchaser enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency or similar laws affecting the enforceability of creditors rights generally Stockholder; and (ii) equitable principles of general applicability; to counsel and other advisers; provided that such advisers (gother than counsel) Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities and Purchaser is capable of bearing the economic risks of such investment; (h) Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; Purchaser has previously invested in securities similar agree to the Securities confidentiality provisions of this Section 12.2, unless (x) such information becomes known to the public generally through no fault of Purchaser and fully understands Old ACG (y) disclosure is required by law or the limitations on transfer described hereinorder of any governmental authority under color of law; provided, that prior to disclosing any information pursuant to this clause (y), Purchaser has been afforded access shall, if possible, give immediate prior written notice thereof to information about the Company and the financial condition, results of operations, property, management and prospects of the provide Company sufficient to enable it to evaluate its investment in the Securities; Purchaser has been afforded with the opportunity to ask contest such questions as it has deemed necessary ofdisclosure, and to receive answers from, representatives or (z) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by Purchaser or Old ACG of the provisions of this Section 12.2, Company concerning shall be entitled to an injunction (without the terms posting of bond or proof of actual damages) restraining Purchaser or Old ACG from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting Company from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Purchaser and conditions Old ACG (including its representatives, advisors and legal counsel) shall within ten business days after a request from Company, deliver all copies of the offering confidential information of the Securities and the merits and the risks of investing Company in the Securities; and Purchaser has been afforded the opportunity to obtain such additional information which the Company possesses or can acquire that is necessary to verify the accuracy and completeness of the information given to Purchaser concerning the Company. The foregoing does not their possession in any way relieve the Company of its representations and form whatsoever (including, but not limited to, any reports, memoranda, or other undertakings hereunder, and shall not limit Purchaser's ability to rely thereon; (i) no part of the source of funds used materials prepared by either Purchaser to acquire the Securities constitutes assets allocated to any separate account maintained by Purchaser in which any employee benefit plan (or Old ACG or its related trust) has any interest; and (j) Purchaser is a corporation organized under the laws of Bermudarepresentatives, advisors or legal counsel at its direction).

Purchaser. Purchaser hereby represents and warrants to the Company that: : (a) the Purchaser is an "“accredited investor" ” within the meaning of Rule 501(a) under the Securities Act and the Securities to be acquired by it pursuant to this Agreement are being acquired for its own account and, as of the date hereof, not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities law; provided that the disposition of the Purchaser's ’s property shall at all times be and remain within its control; ; (b) the execution, delivery and performance of this Agreement and the purchase of the Securities pursuant thereto are within the Purchaser's ’s corporate or partnership powers, as applicable, and have been duly and validly authorized by all requisite corporate or partnership action; ; (c) this Agreement has been duly executed and delivered by the Purchaser; ; (d) the execution and delivery by the Purchaser of the Transaction Agreements to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon such Purchaser; ; (e) Purchaser understands that the Securities have not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreement or the remaining Transaction Transition Agreements; ; (f) this Agreement constitutes a valid and binding agreement of the Purchaser enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency or similar laws affecting the enforceability of creditors rights generally and (ii) equitable principles of general applicability; ; (g) the Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities and the Purchaser is capable of bearing the economic risks of such investment; ; (h) the Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; the Purchaser has previously invested in securities similar to the Securities and fully understands the limitations on transfer described herein; the Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enable it to evaluate its investment in the Securities; the Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and the risks of investing in the Securities; and the Purchaser has been afforded the opportunity to obtain such additional information which the Company possesses or can acquire that is necessary to verify the accuracy and completeness of the information given to the Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and other undertakings hereunder, and shall not limit any Purchaser's ’s ability to rely thereon; ; (i) no part of the source of funds used by the Purchaser to acquire the Securities constitutes assets allocated to any separate account maintained by the Purchaser in which any employee benefit plan (or its related trust) has any interest; and and (j) the Purchaser is a corporation organized under the laws of Bermuda. ARTICLE 6.

Purchaser. Purchaser hereby represents and warrants to the Company that: (a) Purchaser is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act and the Securities to be acquired by it pursuant to this Agreement are being acquired for its own account and, as of the date hereof, not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities law; provided that the disposition of Purchaser's property shall at all times be and remain within its control; (b) the execution, delivery and performance of this Agreement and the purchase of the Securities pursuant thereto are within Purchaser's corporate or partnership powers, as applicable, and have been duly and validly authorized by all requisite corporate or partnership action; and no further consent or authorization by the Purchaser, or its partners is required; (c) this Agreement has been duly executed and delivered by Purchaser; (d) the execution and delivery by Purchaser of the Transaction Agreements to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon Purchaser; (e) Purchaser understands that the Securities have not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreement or the remaining Transaction Agreements; (f) this Agreement constitutes a valid and binding agreement of Purchaser enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency or similar laws affecting the enforceability of creditors rights generally and (ii) equitable principles of general applicability; (g) Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities and Purchaser is capable of bearing the economic risks of such investment; (h) Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; Purchaser has previously invested in securities similar to the Securities and fully understands the limitations on transfer described herein; Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enable it to evaluate its investment in the Securities; Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and the risks of investing in the Securities; and Purchaser has been afforded the opportunity to obtain such additional information which the Company possesses or can acquire that is necessary to verify the accuracy and completeness of the information given to Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and other undertakings hereunder, and shall not limit Purchaser's ability to rely thereon; (i) no part of the source of funds used by Purchaser to acquire the Securities constitutes assets allocated to any separate account maintained by Purchaser in which any employee benefit plan (or its related trust) has any interest; and; (j) Purchaser is not a corporation organized under U.S. Person as such term is defined in Rule 902 of the laws Securities Act of Bermuda1933, as amended; and (k) Purchaser agrees to comply with Rules 901 - 905, inclusive, of the Securities Act of 1933, as amended with respect to the resale of the Securities.

Purchaser. Purchaser hereby represents and warrants to the Company that: (a) the Purchaser is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act and the Securities to be acquired by it pursuant to this Agreement are being acquired for its own account and, as of the date hereof, not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities law; provided that the disposition of the Purchaser's property shall at all times be and remain within its control; (b) the execution, delivery and performance of this Agreement and the purchase of the Securities pursuant thereto are within the Purchaser's corporate or partnership powers, as applicable, and have been duly and validly authorized by all requisite corporate or partnership action; (c) this Agreement has been duly executed and delivered by the Purchaser; (d) the execution and delivery by the Purchaser of the Transaction Agreements to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon such Purchaser; (e) Purchaser understands that the Securities have not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreement or the remaining Transaction Transition Agreements; (f) this Agreement constitutes a valid and binding agreement of the Purchaser enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency or similar laws affecting the enforceability of creditors rights generally and (ii) equitable principles of general applicability; (g) the Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities and the Purchaser is capable of bearing the economic risks of such investment; (h) the Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; the Purchaser has previously invested in securities similar to the Securities and fully understands the limitations on transfer described herein; the Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enable it to evaluate its investment in the Securities; the Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and the risks of investing in the Securities; and the Purchaser has been afforded the opportunity to obtain such additional information which the Company possesses or can acquire that is necessary to verify the accuracy and completeness of the information given to the Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and other undertakings hereunder, and shall not limit any Purchaser's ability to rely thereon;; and (i) no part of the source of funds used by the Purchaser to acquire the Securities constitutes assets allocated to any separate account maintained by the Purchaser in which any employee benefit plan (or its related trust) has any interest; and (j) Purchaser is a corporation organized under the laws of Bermuda.

Purchaser. Purchaser hereby represents and warrants to the Company that: (a) the Purchaser is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act and the Securities to be acquired by it pursuant to this Agreement are being acquired for its own account and, as of the date hereof, not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities law; provided that the disposition of the Purchaser's property shall at all times be and remain within its control; (b) the execution, delivery and performance of this Agreement and the purchase of the Securities pursuant thereto are within the Purchaser's corporate or partnership powers, as applicable, and have been duly and validly authorized by all requisite corporate or partnership action; (c) this Agreement has been duly executed and delivered by the Purchaser; (d) the execution and delivery by the Purchaser of the Transaction Agreements to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon such Purchaser; (e) Purchaser understands that the Securities have not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreement or in the remaining Transaction Agreements; (f) this Agreement and each of the Transaction Agreements to which Purchaser is a party constitutes a valid and binding agreement of the Purchaser enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency or similar laws affecting the enforceability of creditors rights generally and (ii) equitable principles of general applicability; (g) the Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities and the Purchaser is capable of bearing the economic risks of such investment; (h) the Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; the Purchaser has previously invested in securities similar to the Securities and fully understands the limitations on transfer described herein; the Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enable it to evaluate its investment in the Securities; the Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and the risks of investing in the Securities; and the Purchaser has been afforded the opportunity to obtain such additional information which the Company possesses or can acquire that is necessary to verify the accuracy and completeness of the information given to the Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and other undertakings hereunder, and shall not limit any Purchaser's ability to rely thereon;; and (i) no part of the source of funds used by the Purchaser to acquire the Securities constitutes assets allocated to any separate account maintained by the Purchaser in which any employee benefit plan (or its related trust) has any interest; and (j) Purchaser is a corporation organized under the laws of Bermuda.

Purchaser. Purchaser hereby represents and warrants to the Company that: (a) Purchaser is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act and the Securities to be acquired by it pursuant to this Agreement are being acquired for its own account and, as of the date hereof, not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities law; provided that the disposition of Purchaser's Purchaser`s property shall at all times be and remain within its control; (b) the execution, delivery and performance of this Agreement and the purchase exchange of the Securities pursuant thereto are within Purchaser's Purchaser`s corporate or partnership powers, as applicable, and have been duly and validly authorized by all requisite corporate or partnership action; (c) this Agreement has been duly executed and delivered by Purchaser; (d) the execution and delivery by Purchaser of the Transaction Agreements to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon Purchaser; (e) Purchaser understands that the Securities have not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreement or the remaining Transaction Agreements; (f) this Agreement constitutes a valid and binding agreement of Purchaser enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency or similar laws affecting the enforceability of creditors rights generally and (ii) equitable principles of general applicability; (g) Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities and Purchaser is capable of bearing the economic risks of such investment; (h) Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; Purchaser has previously invested in securities similar to the Securities and fully understands the limitations on transfer described herein; Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enable it to evaluate its investment in the Securities; Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and the risks of investing in the Securities; and Purchaser has been afforded the opportunity to obtain such additional information which the Company possesses or can acquire that is necessary to verify the accuracy and completeness of the information given to Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and other undertakings hereunder, and shall not limit Purchaser's Purchaser`s ability to rely thereon;; and (i) no part of the source of funds used by Purchaser to acquire the Securities constitutes assets allocated to any separate account maintained by Purchaser in which any employee benefit plan (or its related trust) has any interest; and (j) Purchaser is a corporation organized under the laws of Bermuda.

Purchaser. At Closing, Purchaser hereby represents and warrants shall deliver or cause to be delivered to Seller the Company thatfollowing: (a) Purchaser is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act and the Securities to be acquired by it pursuant to this Agreement are being acquired for its own account and, as of the date hereof, not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities law; provided that the disposition of Purchaser's property shall at all times be and remain within its controlCash Portion; (b) such duly executed instruments and verifications as are standard in the execution, delivery securities industry and performance of this Agreement and are necessary to evidence that the purchase of the Securities pursuant thereto are within Purchaser's corporate or partnership powers, as applicable, and OP Units have been duly legally and validly authorized by all requisite corporate or partnership actionirrevocably transferred and which are in form reasonably satisfactory to Purchaser and Seller; (c) this Agreement has been duly executed and delivered by Purchasera counterpart of the termination or assignment of the Management Agreement, as the case may be; (d) the execution assignments and delivery by Purchaser assumptions of the Transaction Agreements to which it is a party does not, Leases and the consummation of Service Contracts that are to be transferred to Purchaser pursuant to this Agreement, in the transactions contemplated hereby form attached as Exhibits K and thereby will not, contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon PurchaserL; (e) Purchaser understands that the Securities have not been registered under the Securities Act and may not be transferred or sold except as specified closing statement referred to in this Agreement or the remaining Transaction AgreementsSection 4(B)(i)(g) above; (f) a certificate that the representations and warranties of Purchaser contained in this Agreement constitutes a valid remain true and binding agreement of Purchaser enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency or similar laws affecting the enforceability of creditors rights generally and (ii) equitable principles of general applicabilitycorrect; (g) resolutions/consents of Purchaser has such knowledge authorizing this transaction, and experience in financial an incumbency certificate for the officer(s) signing this Agreement and business matters so as the other documents to be capable of evaluating the merits executed and risks of its investment in the Securities and delivered by Purchaser is capable of bearing the economic risks of such investmentpursuant to this Agreement; (h) Purchaser is knowledgeablea then current lease schedule for the Property, sophisticated and experienced in business and financial matters; Purchaser has previously invested in securities similar to containing the Securities and fully understands the limitations same types of information set forth on transfer described herein; Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enable it to evaluate its investment in the Securities; Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary ofExhibit B, and certified by The Xxxxx Organization, Inc., to receive answers from, representatives of the Company concerning the terms be complete and conditions of the offering of the Securities and the merits and the risks of investing in the Securities; and Purchaser has been afforded the opportunity accurate to obtain such additional information which the Company possesses or can acquire that is necessary to verify the accuracy and completeness of the information given to Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and other undertakings hereunder, and shall not limit "Purchaser's ability to rely thereonKnowledge" (as defined below) and in reliance in part on Seller's representation set forth in 6.A(v)(a)(i); (i) no part a written statement of Purchaser setting forth, to Purchaser's Knowledge, any changes in Purchaser's representations and warranties which have occurred since the effective date of such representations and warranties, which statement is to be delivered for informational purposes only and any error therein shall not subject Purchaser to any liability whatsoever or entitle Seller to any remedy whatsoever; (j) the Ground Lease Assignment, Option Assignment and Anchor Pad Assignment, each duly acknowledged and in proper form for recording; (k) the Loan Assumption Documents and such documentation as may be reasonably required in replacement of the source Guarantee and Indemnity [as such terms are defined in Exhibit G hereto] required to be released at Closing in accordance with the provisions of funds used by Purchaser to acquire the Securities constitutes assets allocated to any separate account maintained by Purchaser in which any employee benefit plan (or its related trust) has any interestSection 10.D. hereof; and (jl) Purchaser is a corporation organized under such other documents requested by Seller, and consistent with the laws provisions of Bermudathis Agreement, as may be reasonably required to complete this transaction.

Purchaser. Purchaser hereby represents and warrants to the Company that: (a) Purchaser is an "“accredited investor" ” within the meaning of Rule 501(a) under the Securities Act and the Securities to be acquired by it pursuant to this Agreement are being acquired for its own account and, as of the date hereof, not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities law; provided that the disposition of Purchaser's ’s property shall at all times be and remain within its control; (b) the execution, delivery and performance of this Agreement and the purchase of the Securities pursuant thereto are within Purchaser's ’s corporate or partnership powers, as applicable, and have been duly and validly authorized by all requisite corporate or partnership action; (c) this Agreement has been duly executed and delivered by Purchaser; (d) the execution and delivery by Purchaser of the Transaction Agreements to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon Purchaser; (e) Purchaser understands that the Securities have not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreement or the remaining Transaction Agreements; (f) this Agreement constitutes a valid and binding agreement of Purchaser enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency or similar laws affecting the enforceability of creditors rights generally and (ii) equitable principles of general applicability; (g) Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities and Purchaser is capable of bearing the economic risks of such investment; (h) Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; Purchaser has previously invested in securities similar to the Securities and fully understands the limitations on transfer described herein; Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enable it to evaluate its investment in the Securities; Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and the risks of investing in the Securities; and Purchaser has been afforded the opportunity to obtain such additional information which the Company possesses or can acquire that is necessary to verify the accuracy and completeness of the information given to Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and other undertakings hereunder, and shall not limit Purchaser's ’s ability to rely thereon; (i) no part of the source of funds used by Purchaser to acquire the Securities constitutes assets allocated to any separate account maintained by Purchaser in which any employee benefit plan (or its related trust) has any interest; and (j) Purchaser is a corporation limited partnership organized under the laws of BermudaDelaware.

Purchaser. Purchaser hereby represents Purchaser's obligation hereunder are conditioned upon and warrants subject to the Company thatsatisfaction of each of the following conditions, any one or more which may be waived by Purchaser: (a) Purchaser is an "accredited investor" within the meaning All of Rule 501(a) under the Securities Act Seller's representations and the Securities to be acquired by it pursuant to warranties contained in this Agreement are being acquired for its own account and, shall be true and correct as of the date hereof, not Closing in all material respects with a view toward, the same effect as if the same had been made or for sale in connection with, any distribution thereof except in compliance with applicable United States federal given on and state securities law; provided that as of the disposition of Purchaser's property shall at all times be and remain within its controlClosing; (b) the execution, delivery Seller shall have performed and performance complied with all of its obligations under this Agreement which are to be performed and complied with by it prior to, at or contemporaneously with the purchase of the Securities pursuant thereto are within Purchaser's corporate or partnership powers, as applicable, and have been duly and validly authorized by all requisite corporate or partnership action;Closing. (c) this Agreement has been duly executed Between the date hereof and delivered by Purchaserthe Closing, there shall not have occurred any material adverse change which impairs the Assets or AP Business of Seller; (d) It shall have closed, prior to the execution Closing or substantially contemporaneously therewith the financing described at Section 3.03; (e) It shall have concluded a long term supply agreement with Thiokol Corporation for the sale and delivery purchase of AP to provide comfort to such customer as to the future price of A after the Closing of the transactions contemplated herein IF the existence of such an Agreement is determined by Purchaser in good faith to be a condition to the transactions contemplated hereunder not being objected to by such customers; and (f) It shall have received from Russell G. Horner, Jr., the Xxxxxxx Xxxxxxx of Seller, a letter, dated the Closing Date, in form and substance reasonably satisfactory to Purchaser to the effect that in his opinion: (i) Seller is a corporation duly organized, validly existing and in good standing under the laws of the Transaction Agreements jurisdiction of its incorporation, has full corporate power and authority to which carry on its business as it is a party does notnow being conducted and to own or hold the Assets, is duly qualified to do business and in good standing in all jurisdictions in which the ownership or operation of the Assets necessitates such qualification and that the transfer of the Assets and consummation of the transactions contemplated hereby hereby, including execution and thereby delivery of documents at Closing, will not, contravene not and shall have not violated the Articles of Incorporation or constitute a default under or violation Bylaws of (i) any provision of applicable law or regulation, or Seller; (ii) any agreementAll corporate action required to be taken by Seller to authorize it to execute, judgment, injunction, order, decree or other instrument binding upon Purchaser; (e) Purchaser understands that the Securities have not been registered under the Securities Act deliver and may not be transferred or sold except as specified in carry out this Agreement or has been properly taken. This Agreement has been duly and validly executed and delivered by Seller and constitutes the remaining Transaction Agreements; (f) this Agreement constitutes a valid and binding agreement obligation of Purchaser Seller enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency or similar bankruptcy and other laws affecting the enforceability of creditors creditors' rights generally and (ii) equitable to general principles of general applicability; equity; and (giii) Purchaser has All consents, approvals, orders or authorizations of, or registrations, declarations or filings with, any governmental authority which are legally required on the part of Seller, for the consummation of the transactions contemplated by this Agreement have been obtained or made. In rendering the foregoing opinions, such knowledge and experience in financial and business matters so counsel may rely, as to be capable matters of evaluating the merits fact, on certificates of public officials of officers of Seller and risks on such other opinions of its investment in the Securities and Purchaser is capable of bearing the economic risks of such investment; (h) Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; Purchaser has previously invested in securities similar counsel as are reasonably satisfactory to the Securities and fully understands the limitations on transfer described herein; Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enable it to evaluate its investment in the Securities; Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and the risks of investing in the Securities; and Purchaser has been afforded the opportunity to obtain such additional information which the Company possesses or can acquire that is necessary to verify the accuracy and completeness of the information given to Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and other undertakings hereunder, and shall not limit Purchaser's ability to rely thereon; (i) no part of the source of funds used by Purchaser to acquire the Securities constitutes assets allocated to any separate account maintained by Purchaser in which any employee benefit plan (or its related trust) has any interest; and (j) Purchaser is a corporation organized under the laws of Bermuda.

Purchaser. Purchaser hereby represents and warrants to the Company that: (a) Purchaser is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act and the Securities to be acquired by it pursuant to this Agreement are being acquired for its own account and, as of the date hereof, not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities law; provided that that, subject to such securities laws, the disposition of Purchaser's property shall at all times be and remain within its control; (b) the execution, delivery and performance of this Agreement and the purchase of the Securities pursuant thereto are within Purchaser's corporate or partnership powers, as applicable, and have been duly and validly authorized by all requisite corporate or partnership action; (c) this Agreement has been duly executed and delivered by Purchaser; (d) the execution and delivery by Purchaser of the Transaction Agreements to which it is a party does :not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (iof(i) any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon Purchaser; (e) Purchaser understands that the Securities have not been registered under the Securities Act and blue sky laws and may not be transferred or sold except as specified in this Agreement or the remaining Transaction Agreements; (f) this Agreement constitutes a valid and binding agreement of Purchaser enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency or similar laws affecting the enforceability of creditors rights generally and (ii) equitable principles of general applicability; (g) Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities and Purchaser is capable of bearing the economic risks of such investment; (h) Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; Purchaser has previously invested in securities similar to the Securities and fully understands the limitations on transfer described herein; Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enable it to evaluate its investment in the Securities; Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and the risks of investing in the Securities; and Purchaser has been afforded the opportunity to obtain such additional information which the Company possesses or can acquire that is necessary to verify the accuracy and completeness of the information given to Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and other undertakings hereunder, and shall not limit Purchaser's ability to rely thereon; (i) no part of the source of funds used by Purchaser to acquire the Securities constitutes assets allocated to any separate account maintained by Purchaser in which any employee benefit plan (or its related trust) has any interest; and (j) Purchaser is a corporation organized under the laws of Bermuda; its principal office is located at 00 Xxxxxx Xxxxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxxxx XX XX, Bermuda. All contacts and communications between the Purchaser and the Company relating to this Agreement and the transactions contemplated hereby have taken place at the Company's offices in Massachusetts and the Purchaser's investment advisor's offices in Georgia.

Purchaser. Purchaser hereby represents and warrants Without limitation of any other indemnity provided to Stockholder pursuant to this Agreement, to the Company that: extent permitted by law, the Purchaser shall indemnify and hold harmless Stockholder, any underwriter (aas defined in the Securities Act) Purchaser is an "accredited investor" for Stockholder, and each person, if any, who controls such underwriter (within the meaning of Rule 501(athe Securities Act) against any losses, claims, damages or liabilities (joint or several) to which they may become subject under the Securities Act and the Securities to be acquired by it pursuant to this Agreement or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are being acquired for its own account and, as based upon any of the date hereoffollowing statements, not with omissions or violations (collectively a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities law; provided that the disposition of Purchaser's property shall at all times be and remain within its control; (b) the execution, delivery and performance of this Agreement and the purchase of the Securities pursuant thereto are within Purchaser's corporate or partnership powers, as applicable, and have been duly and validly authorized by all requisite corporate or partnership action; (c) this Agreement has been duly executed and delivered by Purchaser; (d) the execution and delivery by Purchaser of the Transaction Agreements to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of "VIOLATION"): (i) any provision untrue statement or alleged untrue statement of applicable law a material fact contained in such registration statements including any preliminary prospectus or regulationfinal prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (iii) any violation or alleged violation by the Purchaser of the Securities Act, or (iiiv) any agreement, judgment, injunction, order, decree state securities law or other instrument binding upon Purchaser; (e) Purchaser understands that the Securities have not been registered any rule or regulation promulgated under the Securities Act Act, or any state securities law, and may the Purchaser shall reimburse Stockholder, underwriter or controlling person for any legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Purchaser shall not be transferred liable to Stockholder in any such case for any such loss, claim, damage, liability or sold except as specified in this Agreement or the remaining Transaction Agreements; (f) this Agreement constitutes a valid and binding agreement of Purchaser enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency or similar laws affecting the enforceability of creditors rights generally and (ii) equitable principles of general applicability; (g) Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities and Purchaser is capable of bearing the economic risks of such investment; (h) Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; Purchaser has previously invested in securities similar action to the Securities extent that it arises out of or is based upon a Violation which occurs in reliance upon and fully understands the limitations on transfer described herein; Purchaser has been afforded access to in conformity with written information about the Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enable it to evaluate its investment furnished expressly for use in the Securities; Purchaser has been afforded the opportunity to ask connection with such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and the risks of investing in the Securities; and Purchaser has been afforded the opportunity to obtain such additional information which the Company possesses or can acquire that is necessary to verify the accuracy and completeness of the information given to Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and other undertakings hereunder, and shall not limit Purchaser's ability to rely thereon; (i) no part of the source of funds used registration by Purchaser to acquire the Securities constitutes assets allocated to any separate account maintained by Purchaser in which any employee benefit plan (or its related trust) has any interest; and (j) Purchaser is a corporation organized under the laws of BermudaStockholder.

Purchaser. The obligations of Purchaser hereby represents and warrants to consummate the transactions contemplated herein shall be subject to the Company thatfulfillment of the following conditions ("Purchaser's Conditions"), any of which may be waived by Purchaser in its sole and absolute discretion: 10.1.1. The representations and warranties of Seller made herein shall be true and correct in all material respects, Seller shall have materially performed all covenants and agreements made herein and Seller shall have delivered to Purchaser all of the closing documents required pursuant to Section 11.1 hereof. 10.1.2. Purchaser's receipt of the Required Tenant Executed Estoppels (aas hereinafter defined). The term “Tenant Executed Estoppel” shall mean an estoppel certificate in the form of Exhibit "D-1" attached hereto and made a part hereof (or in such other form as may be prescribed under any Lease or in the customary form used by any Tenant that is a regional or national retailer) and which (1) is certified to Purchaser and duly executed by a Tenant of the Property, (2) is an "accredited investor" dated not more than forty-five (45) days prior to the originally scheduled Closing Date (i.e., without taking into consideration any extension of such Closing Date), (3) has all material blanks completed or marked not applicable, as appropriate, (4) has all exhibits completed and attached, as applicable and (5) does not indicate (x) any material discrepancy from the Property Information, (y) any Lease amendment, assignment or subletting that was not previously provided by Seller to Purchaser pursuant to Section 3.1 and which is not reasonably acceptable to Purchaser, or (z) any material and adverse claim or landlord or tenant default. The term “Required Tenant Executed Estoppels” means Tenant Executed Estoppels from all tenants which lease in excess of 12,000 square feet of space within the meaning Project (the "Major Tenants") and such other Tenants such that all Tenant Executed Estoppels are from Tenants that are obligated to pay at least eighty-five percent (85%) of Rule 501(a) under the Securities Act and rental income generated from Tenants of the Securities to be acquired by it pursuant to this Agreement are being acquired for its own account and, Center. If Purchaser has not received the Required Tenant Executed Estoppels as of the date hereofClosing Date, not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities law; provided that then Purchaser shall have the disposition of Purchaser's property shall at all times be and remain within its control; (b) the execution, delivery and performance of this Agreement and the purchase of the Securities pursuant thereto are within Purchaser's corporate or partnership powers, as applicable, and have been duly and validly authorized by all requisite corporate or partnership action; (c) this Agreement has been duly executed and delivered by Purchaser; (d) the execution and delivery by Purchaser of the Transaction Agreements right to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (i) any provision terminate this Agreement by giving written notice of applicable law termination to Seller on or regulationbefore the Closing Date, whereupon the provisions of Section 3.3 hereof with respect to a termination shall apply, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon Purchaser; adjourn the Closing Date for a period not exceeding thirty (e30) Purchaser understands that the Securities have not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreement or the remaining Transaction Agreements; (f) this Agreement constitutes a valid and binding agreement of Purchaser enforceable in accordance with its terms, subject days to (i) applicable bankruptcy, insolvency or similar laws affecting the enforceability of creditors rights generally and (ii) equitable principles of general applicability; (g) Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities and Purchaser is capable of bearing the economic risks of such investment; (h) Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; Purchaser has previously invested in securities similar to the Securities and fully understands the limitations on transfer described herein; Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enable it to evaluate its investment in the Securities; Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and the risks of investing in the Securities; and Purchaser has been afforded the opportunity allow additional time to obtain such additional information which the Company possesses or can acquire that is necessary to verify the accuracy and completeness of the information given to Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and other undertakings hereunder, and shall not limit Purchaser's ability to rely thereon; (i) no part of the source of funds used by Purchaser to acquire the Securities constitutes assets allocated to any separate account maintained by Purchaser in which any employee benefit plan (or its related trust) has any interest; and (j) Purchaser is a corporation organized under the laws of BermudaRequired Tenant Executed Estoppels.

Purchaser. Purchaser hereby represents and warrants to the Company that: (a) Purchaser is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act and the Securities to be acquired by it pursuant to this Agreement are being acquired for its own account and, as of the date hereof, not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities law; provided that the disposition of Purchaser's property shall at all times be and remain within its control; (b) the execution, delivery and performance of this Agreement and the purchase of the Securities pursuant thereto are within Purchaser's corporate or partnership powers, as applicable, and have been duly and validly authorized by all requisite corporate or partnership action; and no further consent or authorization by the Purchaser, or its partners is required; (c) this Agreement has been duly executed and delivered by Purchaser; (d) the execution and delivery by Purchaser of the Transaction Agreements to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon Purchaser; (e) Purchaser understands that the Securities have not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreement or the remaining Transaction Agreements; (f) this Agreement constitutes a valid and binding agreement of Purchaser enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency or similar laws affecting the enforceability of creditors rights generally and (ii) equitable principles of general applicability; (g) Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities and Purchaser is capable of bearing the economic risks of such investment; (h) Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; Purchaser has previously invested in securities similar to the Securities and fully understands the limitations on transfer described herein; Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enable it to evaluate its investment in the Securities; Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and the risks of investing in the Securities; and Purchaser has been afforded the opportunity to obtain such additional information which the Company possesses or can acquire that is necessary to verify the accuracy and completeness of the information given to Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and other undertakings hereunder, and shall not limit Purchaser's ability to rely thereon; (i) no part of the source of funds used by Purchaser to acquire the Securities constitutes assets allocated to any separate account maintained by Purchaser in which any employee benefit plan (or its related trust) has any interest; and (j) Purchaser is a corporation organized under the laws of Bermuda.

Purchaser. Purchaser hereby represents and warrants to the Company that: (a) the Purchaser is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act and the Securities to be acquired by it pursuant to this Agreement are being acquired for its own account and, as of the date hereof, not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities law; provided that the disposition of the Purchaser's property shall at all times be and remain within its control; (b) the execution, delivery and performance of this Agreement and the purchase of the Securities pursuant thereto are within the Purchaser's corporate or partnership powers, as applicable, and have been duly and validly authorized by all requisite corporate or partnership action; (c) this Agreement has been duly executed and delivered by the Purchaser; (d) the execution and delivery by the Purchaser of the Transaction Agreements to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon such Purchaser; (e) Purchaser understands that the Securities have not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreement or the remaining Transaction Transition Agreements; (f) this Agreement constitutes a valid and binding agreement of the Purchaser enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency or similar laws affecting the enforceability of creditors rights generally and (ii) equitable principles of general applicability; (g) the Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities and the Purchaser is capable of bearing the economic risks of such investment; (h) the Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; the Purchaser has previously invested in securities similar to the Securities and fully understands the limitations on transfer described herein; the Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enable it to evaluate its investment in the Securities; the Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and the risks of investing in the Securities; and the Purchaser has been afforded the opportunity to obtain such additional information which the Company possesses or can acquire that is necessary to verify the accuracy and completeness of the information given to the Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and other undertakings hereunder, and shall not limit any Purchaser's ability to rely thereon; (i) no part of the source of funds used by the Purchaser to acquire the Securities constitutes assets allocated to any separate account maintained by the Purchaser in which any employee benefit plan (or its related trust) has any interest; and (j) the Purchaser is a corporation organized under the laws of Bermuda.

Purchaser. Purchaser hereby represents and warrants to the Company thatSeller as follows: (a) 6.1.1. Purchaser is an "accredited investor" within the meaning of Rule 501(a) a Delaware limited liability company duly organized, validly existing and in good standing under the Securities Act laws of the State of Delaware. Purchaser has all requisite authority and the Securities power to be acquired by it pursuant to enter into this Agreement are being acquired for and performs its own account and, as of the date hereof, not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal obligations herein. The execution and state securities law; provided that the disposition of Purchaser's property shall at all times be and remain within its control; (b) the execution, delivery and performance of this Agreement and the purchase consummation by Purchaser of the Securities pursuant thereto are within Purchaser's corporate or partnership powers, as applicable, and transactions contemplated herein have been duly and validly authorized by all requisite corporate or partnership action;company actions on the part of Purchaser. (c) this Agreement has been duly executed and delivered by Purchaser; (d) the execution and delivery by Purchaser of the Transaction Agreements to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon Purchaser; (e) Purchaser understands that the Securities have not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreement or the remaining Transaction Agreements; (f) this 6.1.2. This Agreement constitutes a the valid and binding agreement obligations of Purchaser enforceable in accordance with its terms, subject to . All documents or agreements being executed and delivered at closing by Purchasers will constitute valid and binding obligations of Purchaser enforceable in accordance with its terms. 6.1.3. Neither the execution or delivery of this Agreement by Purchaser nor the consummation by Purchaser of the transactions contemplated herein will (i) applicable bankruptcyconflict with or result in a breach of, insolvency the terms, conditions or similar laws affecting provisions of, or constitute a default under the enforceability Articles of creditors rights generally and Organization, Operating Agreement, resolutions or consents of Purchaser, or any indenture, mortgage, lease, agreement or other instrument to which Purchaser is a party; or (ii) equitable principles violate any law or regulation to which Purchaser is or will be subject. 6.1.4. Purchaser is not aware of general applicability;any facts or matters of which Seller is not aware which would materially and adversely affect Purchaser's future business operations or the current or future value of Purchaser's stock or securities. 6.1.5. Purchaser, to the best of Purchaser's knowledge, warrants that there are no actions, suits, claims, investigations or other proceedings pending and there is no action, suit, claim, investigation, proceeding, grievance, or controversy threatened against the Purchaser that could affect the ability to consummate the transaction contemplated in this Agreement. Furthermore, no governmental agency has at any time challenged or questioned, or commenced or given notice of intention to commence any investigation relating to the transactions which are the subject of this Agreement. 6.1.6. Purchaser will use is best efforts to obtain the approvals described in Section 4.1.1, 4.1.2 and 4.1.11. 6.1.7. Purchaser acknowledges and represents and warrants to Seller, that Purchaser, either directly or through affiliates, has purchased automobile dealerships, and continues to own and operate automobile dealerships. As a result, Purchaser is knowledgeable and familiar with all aspects of purchasing, owning and operating automobile dealership, and the potential economic consequences (gfavorable and unfavorable) Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment that can occur in the Securities purchase and operation of an automobile dealership. Purchaser shall conduct its own due diligence and shall rely solely on its own inspection, examination and investigation in making the decision to purchase the Assets and enter in the transaction described in or contemplated by this Agreement, and Purchaser is capable acknowledges that no independent investigation or verification has been or will be made by any of bearing the economic risks of such investment; (h) Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; Purchaser has previously invested in securities similar Seller with respect to the Securities and fully understands the limitations on transfer described herein; Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enable it to evaluate its investment in the Securities; Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and the risks of investing in the Securities; and Purchaser has been afforded the opportunity to obtain such additional information which the Company possesses accuracy or can acquire that is necessary to verify the accuracy and completeness of the information given to Purchaser supplied by any Seller concerning any of the CompanyAssets and of Seller's business. The foregoing does not Except for the warranty of title contained in any way relieve the Company of its bill xx Sale and the representations and other undertakings hereunderwarranties contained in Section 6.2, Seller expressly disclaims any and all representations, warranties, or guarantees, of any kind, oral or written, express or implied, including, without limitation the value, condition, merchantability, marketability, suitability or fitness for a particular use or purpose of any of the Assets. Seller is not, and shall will not limit Purchaser's ability make any representation or warranty express or implied, as to rely thereon; (i) no part future profitability of the source Dealership or whether Purchaser will be able to retain any or all of funds used by Purchaser those franchises if they are so transferred to acquire the Securities constitutes assets allocated to any separate account maintained by Purchaser in which any employee benefit plan (or its related trust) has any interest; and (j) Purchaser is a corporation organized under the laws of BermudaPurchaser.

Purchaser. Purchaser hereby represents and warrants to the Company that: (a) Purchaser is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act and the Securities to be acquired by it pursuant to this Agreement are being acquired for its own account and, as of the date hereof, not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities law; provided that the disposition of Purchaser's property shall at all times be and remain within its control; (b) the execution, delivery and performance of this Agreement and the purchase exchange of the Securities pursuant thereto are within Purchaser's corporate or partnership powers, as applicable, and have been duly and validly authorized by all requisite corporate or partnership action; (c) this Agreement has been duly executed and delivered by Purchaser; (d) the execution and delivery by Purchaser of the Transaction Agreements to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon Purchaser; (e) Purchaser understands that the Securities have not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreement or the remaining Transaction Agreements; (f) this Agreement constitutes a valid and binding agreement of Purchaser enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency or similar laws affecting the enforceability of creditors rights generally and (ii) equitable principles of general applicability; (g) Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities and Purchaser is capable of bearing the economic risks of such investment; (h) Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; Purchaser has previously invested in securities similar to the Securities and fully understands the limitations on transfer described herein; Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enable it to evaluate its investment in the Securities; Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and the risks of investing in the Securities; and Purchaser has been afforded the opportunity to obtain such additional information which the Company possesses or can acquire that is necessary to verify the accuracy and completeness of the information given to Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and other undertakings hereunder, and shall not limit Purchaser's ability to rely thereon; (i) no part of the source of funds used by Purchaser to acquire the Securities constitutes assets allocated to any separate account maintained by Purchaser in which any employee benefit plan (or its related trust) has any interest; and (j) Purchaser is a corporation organized under the laws of Bermuda.

Purchaser. Purchaser hereby represents and warrants to the Company thatSeller as follows: (a) 6.1.1. Purchaser is an "accredited investor" within the meaning of Rule 501(a) a Delaware corporation duly organized, validly existing and in good standing under the Securities Act laws of the State of Delaware. Purchaser has all requisite authority and the Securities power to be acquired by it pursuant to enter into this Agreement are being acquired for and performs its own account and, as of the date hereof, not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal obligations herein. The execution and state securities law; provided that the disposition of Purchaser's property shall at all times be and remain within its control; (b) the execution, delivery and performance of this Agreement and the purchase consummation by Purchaser of the Securities pursuant thereto are within Purchaser's corporate or partnership powers, as applicable, and transactions contemplated herein have been duly and validly authorized by all requisite corporate or partnership action;company actions on the part of Purchaser. (c) this Agreement has been duly executed and delivered by Purchaser; (d) the execution and delivery by Purchaser of the Transaction Agreements to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon Purchaser; (e) Purchaser understands that the Securities have not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreement or the remaining Transaction Agreements; (f) this 6.1.2. This Agreement constitutes a the valid and binding agreement obligations of Purchaser enforceable in accordance with its terms, subject to . All documents or agreements being executed and delivered at closing by Purchasers will constitute valid and binding obligations of Purchaser enforceable in accordance with its terms. 6.1.3. Neither the execution or delivery of this Agreement by Purchaser nor the consummation by Purchaser of the transactions contemplated herein will (i) applicable bankruptcyconflict with or result in a breach of, insolvency the terms, conditions or similar laws affecting provisions of, or constitute a default under the enforceability Certificate of creditors rights generally and Incorporation, bylaws, resolutions or consents of Purchaser, or any indenture, mortgage, lease, agreement or other instrument to which Purchaser is a party; or (ii) equitable principles violate any law or regulation to which Purchaser is or will be subject. 6.1.4. Purchaser is not aware of general applicability;any facts or matters of which Seller is not aware which would materially and adversely affect Purchaser's future business operations or the current or future value of Purchaser's stock or securities. 6.1.5. Purchaser, to the best of Purchaser's knowledge, warrants that there are no actions, suits, claims, investigations or other proceedings pending and there is no action, suit, claim, investigation, proceeding, grievance, or controversy threatened against the Purchaser that could affect the ability to consummate the transaction contemplated in this Agreement. Furthermore, no governmental agency has at any time challenged or questioned, or commenced or given notice of intention to commence any investigation relating to the transactions which are the subject of this Agreement. 6.1.6. Purchaser will use is best efforts to obtain the approvals described in Section 4.1.1, 4.1.2 and 4.1.11. 6.1.7. Purchaser acknowledges and represents and warrants to Seller, that Purchaser, either directly or through affiliates, has purchased automobile dealerships, and continues to own and operate automobile dealerships. As a result, Purchaser is knowledgeable and familiar with all aspects of purchasing, owning and operating automobile dealership, and the potential economic consequences (gfavorable and unfavorable) Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment that can occur in the Securities purchase and operation of an automobile dealership. Purchaser shall conduct its own due diligence and shall rely solely on its own inspection, examination and investigation in making the decision to purchase the Assets and enter in the transaction described in or contemplated ;by this Agreement, and Purchaser is capable acknowledges that no independent investigation or verification has been or will be make by any of bearing the economic risks of such investment; (h) Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; Purchaser has previously invested in securities similar Seller with respect to the Securities and fully understands the limitations on transfer described herein; Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enable it to evaluate its investment in the Securities; Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and the risks of investing in the Securities; and Purchaser has been afforded the opportunity to obtain such additional information which the Company possesses accuracy or can acquire that is necessary to verify the accuracy and completeness of the information given to Purchaser supplied by any Seller concerning any of the CompanyAssets and of Seller's business. The foregoing does not Except for the warranty of title contained in any way relieve the Company of its bill xx Sale and the representations and other undertakings hereunderwarranties contained in Section 6.2, Seller expressly disclaims any and all representations, warranties, or guarantees, of any kind, oral or written, express or implied, including, without limitation the value, condition, merchantability, marketability, suitability or fitness for a particular use or purpose of any of the Assets. Seller is not, and shall will not limit Purchaser's ability make any representation or warranty express or implied, as to rely thereon; (i) no part future profitability of the source Dealership or whether Purchaser will be able to retain any or all of funds used by Purchaser those franchises if they are so transferred to acquire the Securities constitutes assets allocated to any separate account maintained by Purchaser in which any employee benefit plan (or its related trust) has any interest; and (j) Purchaser is a corporation organized under the laws of BermudaPurchaser.

Purchaser. Purchaser hereby represents and warrants to the Company that: (a) Purchaser is an "“accredited investor" ” within the meaning of Rule 501(a) under the Securities Act and the Securities to be acquired by it pursuant to this Agreement are being acquired for its own account account, for investment purposes, and, as of the date hereof, not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities law; provided that the disposition of Purchaser's ’s property shall at all times be and remain within its control; (b) the execution, delivery and performance of this Agreement and the purchase of the Securities pursuant thereto are within Purchaser's ’s corporate or partnership powers, as applicable, and have been duly and validly authorized by all requisite corporate or partnership action; (c) this Agreement has been duly executed and delivered by Purchaser; (d) the execution and delivery by Purchaser of the Transaction Agreements to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon Purchaser; (e) Purchaser understands that the Securities have not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreement or the remaining Transaction Agreements; (f) this Agreement constitutes a valid and binding agreement of Purchaser enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency or similar laws affecting the enforceability of creditors rights generally and (ii) equitable principles of general applicability; (g) Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities and Purchaser is capable of bearing the economic risks of such investment; (h) Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; Purchaser has previously invested in securities similar to the Securities and fully understands the limitations on transfer described herein; Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enable it to evaluate its investment in the Securities; Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and the risks of investing in the Securities; and Purchaser has been afforded the opportunity to obtain such additional information which the Company possesses or can acquire that is necessary to verify the accuracy and completeness of the information given to Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and other undertakings hereunder, and shall not limit Purchaser's ’s ability to rely thereon; (i) no part of the source of funds used by Purchaser to acquire the Securities constitutes assets allocated to any separate account maintained by Purchaser in which any employee benefit plan (or its related trust) has any interest; (j) no form of general advertising was received by the Purchaser or any other person acting on behalf of the Purchaser; and (jk) Purchaser is a corporation organized under the laws of Bermuda.

Purchaser. Purchaser hereby represents and warrants to the Company that: (a) Purchaser is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act and the Securities to be acquired by it pursuant to this Agreement are being acquired for its own account and, as of the date hereof, not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities law; provided that the disposition of Purchaser's ’s property shall at all times be and remain within its control; (b) the execution, delivery and performance of this Agreement and the purchase of the Securities pursuant thereto are within Purchaser's ’s corporate or partnership powers, as applicable, and have been duly and validly authorized by all requisite corporate or partnership action; (c) this Agreement has been duly executed and delivered by Purchaser; (d) the execution and delivery by Purchaser of the Transaction Agreements to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon Purchaser; (e) Purchaser understands that the Securities have not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreement or the remaining Transaction Agreements; (f) this Agreement constitutes a valid and binding agreement of Purchaser enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency or similar laws affecting the enforceability of creditors rights generally and (ii) equitable principles of general applicability; (g) Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities and Purchaser is capable of bearing the economic risks of such investment; (h) Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; Purchaser has previously invested in securities similar to the Securities and fully understands the limitations on transfer described herein; Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enable it to evaluate its investment in the Securities; Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and the risks of investing in the Securities; and Purchaser has been afforded the opportunity to obtain such additional information which the Company possesses or can acquire that is necessary to verify the accuracy and completeness of the information given to Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and other undertakings hereunder, and shall not limit Purchaser's ’s ability to rely thereon; (i) no part of the source of funds used by Purchaser to acquire the Securities constitutes assets allocated to any separate account maintained by Purchaser in which any employee benefit plan (or its related trust) has any interest; and (j) Purchaser is a corporation organized under the laws of Bermuda.

Purchaser. Purchaser hereby represents and warrants to the --------- Company that: (a) Purchaser is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act and the Securities to be acquired by it pursuant to this Agreement are being acquired for its own account and, as of the date hereof, not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities law; provided that the disposition of Purchaser's property shall at all times be and remain within its control; (b) the execution, delivery and performance of this Agreement and the purchase of the Securities pursuant thereto are within Purchaser's corporate or partnership powers, as applicable, and have been duly and validly authorized by all requisite corporate or partnership action; (c) this Agreement has been duly executed and delivered by Purchaser; (d) the execution and delivery by Purchaser of the Transaction Agreements to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon Purchaser; (e) Purchaser understands that the Securities have not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreement or the remaining Transaction Agreements; (f) this Agreement constitutes a valid and binding agreement of Purchaser enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency or similar laws affecting the enforceability of creditors rights generally and (ii) equitable principles of general applicability; (g) Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities and Purchaser is capable of bearing the economic risks of such investment; (h) Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; Purchaser has previously invested in securities similar to the Securities and fully understands the limitations on transfer described herein; Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enable it to evaluate its investment in the Securities; Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and the risks of investing in the Securities; and Purchaser has been afforded the opportunity to obtain such additional information which the Company possesses or can acquire that is necessary to verify the accuracy and completeness of the information given to Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and other undertakings hereunder, and shall not limit Purchaser's ability to rely thereon; (i) no part of the source of funds used by Purchaser to acquire the Securities constitutes assets allocated to any separate account maintained by Purchaser in which any employee benefit plan (or its related trust) has any interest; and (j) Purchaser is a corporation organized and in good standing under the laws of Bermuda.

Purchaser. Purchaser hereby represents and warrants to the Company that: (a) Purchaser is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act and the Securities to be acquired by it pursuant to this Agreement are being acquired for its own account and, as of the date hereof, not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities law; provided that that, subject to such securities laws, the disposition of Purchaser's property shall at all times be and remain within its control; (b) the execution, delivery and performance of this Agreement and the purchase of the Securities pursuant thereto are within Purchaser's corporate or partnership powers, as applicable, and have been duly and validly authorized by all requisite corporate or partnership action; (c) this Agreement has been duly executed and delivered by Purchaser; (d) the execution and delivery by Purchaser of the Transaction Agreements to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon Purchaser; (e) Purchaser understands that the Securities have not been registered under the Securities Act and blue sky laws and may not be transferred or sold except as specified in this Agreement or the remaining Transaction Agreements; (f) this Agreement constitutes a valid and binding agreement of Purchaser enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency or similar laws affecting the enforceability of creditors rights generally and (ii) equitable principles of general applicability; (g) Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities and Purchaser is capable of bearing the economic risks of such investment; (h) Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; Purchaser has previously invested in securities similar to the Securities and fully understands the limitations on transfer described herein; Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enable it to evaluate its investment in the Securities; Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and the risks of investing in the Securities; and Purchaser has been afforded the opportunity to obtain such additional information which the Company possesses or can acquire that is necessary to verify the accuracy and completeness of the information given to Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and other undertakings hereunder, and shall not limit Purchaser's ability to rely thereon; (i) no part of the source of funds used by Purchaser to acquire the Securities constitutes assets allocated to any separate account maintained by Purchaser in which any employee benefit plan (or its related trust) has any interest; and; (j) Purchaser Shoreline is a corporation organized under the laws of BermudaIllinois and its principal office is located in Illinois. All contacts and communications between the Purchaser and the Company relating to this Agreement and the transactions contemplated hereby have taken place at the Company's offices in Massachusetts and Shoreline's investment advisor's offices in Illinois; and (i) Xxxxxxx is an individual residing in the state of Illinois.

Purchaser. Purchaser hereby represents and warrants to the Company that: (a) Purchaser is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act and the Securities to be acquired by it pursuant to this Agreement are being acquired for its own account and, as of the date hereof, not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities law; provided that the disposition of Purchaser's property shall at all times be and remain within its control; (b) the execution, delivery and performance of this Agreement and the purchase of the Securities pursuant thereto are within Purchaser's corporate or partnership powers, as applicable, and have been duly and validly authorized by all requisite corporate or partnership action; and no further consent or authorization by the Purchaser, or its partners is required; (c) this Agreement has been duly executed and delivered by Purchaser; (d) the execution and delivery by Purchaser of the Transaction Agreements to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon Purchaser; (e) Purchaser understands that the Securities have not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreement or the remaining Transaction Agreements; (f) this Agreement constitutes a valid and binding agreement of Purchaser enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency or similar laws affecting the enforceability of creditors rights generally and (ii) equitable principles of general applicability; (g) Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities and Purchaser is capable of bearing the economic risks of such investment; (h) Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; Purchaser has previously invested in securities similar to the Securities and fully understands the limitations on transfer described herein; Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enable it to evaluate its investment in the Securities; Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and the risks of investing in the Securities; and Purchaser has been afforded the opportunity to obtain such additional information which the Company possesses or can acquire that is necessary to verify the accuracy and completeness of the information given to Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and other undertakings hereunder, and shall not limit Purchaser's ability to rely thereon; (i) no part of the source of funds used by Purchaser to acquire the Securities constitutes assets allocated to any separate account maintained by Purchaser in which any employee benefit plan (or its related trust) has any interest; and; (j) Purchaser is not a corporation organized U.S. Person as such term is defined in Rule 902 of the Securities Act and is not acquiring the Securities for the account or benefit of any such U.S. Person; (k) Purchaser agrees to resell such Securities in accordance with the provisions of Regulation S (Rule 901 through 905; and Preliminary Notes) of the Securities Act, pursuant to registration under the laws Securities Act, or pursuant to an available exemption; and agrees that the Company must refuse to register any transfer of Bermudathe Securities not made in accordance with the foregoing requirements; and (l) Purchaser agrees not to engage in hedging transactions with regard to such Securities unless in compliance with the Securities Act.

Purchaser. Purchaser hereby represents and warrants to the Company that: (a) Purchaser is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act and the Securities to be acquired by it pursuant to this Agreement are being acquired for its own account and, as of the date hereof, not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities law; provided that the disposition of Purchaser's property shall at all times be and remain within its control; (b) the execution, delivery and performance of this Agreement and the purchase of the Securities pursuant thereto are within Purchaser's corporate or partnership powers, as applicable, and have been duly and validly authorized by all requisite corporate or partnership action; and no further consent or authorization by the Purchaser, or its partners is required; (c) this Agreement has been duly executed and delivered by Purchaser; (d) the execution and delivery by Purchaser of the Transaction Agreements to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon Purchaser; (e) Purchaser understands that the Securities have not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreement or the remaining Transaction Agreements; (f) this Agreement constitutes a valid and binding agreement of Purchaser enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency or similar laws affecting the enforceability of creditors rights generally and (ii) equitable principles of general applicability; (g) Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities and Purchaser is capable of bearing the economic risks of such investment; (h) Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; Purchaser has previously invested in securities similar to the Securities and fully understands the limitations on transfer described herein; Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enable it to evaluate its investment in the Securities; Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and the risks of investing in the Securities; and Purchaser has been afforded the opportunity to obtain such additional information which the Company possesses or can acquire that is necessary to verify the accuracy and completeness of the information given to Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and other undertakings hereunder, and shall not limit Purchaser's ability to rely thereon; (i) no part of the source of funds used by Purchaser to acquire the Securities constitutes assets allocated to any separate account maintained by Purchaser in which any employee benefit plan (or its related trust) has any interest; and (j) Purchaser purchaser is a corporation organized under the laws of BermudaBermuda corporation.

Purchaser. Purchaser hereby represents and warrants to the Company that: (a) Purchaser is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act and the Securities to be acquired by it pursuant to this Agreement are being acquired for its own account and, as of the date hereof, not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities law; provided that the disposition of Purchaser's property shall at all times be and remain within its control; (b) the execution, delivery and performance of this Agreement and the purchase of the Securities pursuant thereto are within Purchaser's corporate or partnership powers, as applicable, and have been duly and validly authorized by all requisite corporate or partnership action; and no further consent or authorization by the Purchaser, or its partners is required; (c) this Agreement has been duly executed and delivered by Purchaser; (d) the execution and delivery by Purchaser of the Transaction Agreements to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon Purchaser; (e) Purchaser understands that the Securities have not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreement or the remaining Transaction Agreements; (f) this Agreement constitutes a valid and binding agreement of Purchaser enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency or similar laws affecting the enforceability of creditors rights generally and (ii) equitable principles of general applicability; (g) Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities and Purchaser is capable of bearing the economic risks of such investment; (h) Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; Purchaser has previously invested in securities similar to the Securities and fully understands the limitations on transfer described herein; Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enable it to evaluate its investment in the Securities; Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and the risks of investing in the Securities; and Purchaser has been afforded the opportunity to obtain such additional information which the Company possesses or can acquire that is necessary to verify the accuracy and completeness of the information given to Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and other undertakings hereunder, and shall not limit Purchaser's ability to rely thereon;; and (i) no part of the source of funds used by Purchaser to acquire the Securities constitutes assets allocated to any separate account maintained by Purchaser in which any employee benefit plan (or its related trust) has any interest; and (j) Purchaser is a corporation organized under the laws of Bermuda.

Purchaser. At the Closing for each Property, Purchaser hereby represents shall deliver or cause to be delivered to Sellers the following items (and warrants to executed [if necessary] by Purchaser) (collectively, the Company that:“Purchaser Closing Deliveries” and together with Sellers’ Closing Deliveries, the “Closing Deliveries”): (a) Purchaser is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act and the Securities to be acquired by it Cash Balance as required pursuant to this Agreement are being acquired for its own account and, as of the date hereof, not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities law; provided that the disposition of Purchaser's property shall at all times be and remain within its controlSection 2(E) above; (b) any and all purchaser affidavits, certificates or other documents required by the execution, delivery Title Insurer in order to cause it to issue at the Closing the Owner’s Title Insurance Policies (or marked-up commitments therefor) in the form and performance of condition required by this Agreement and the purchase of the Securities pursuant thereto are within Purchaser's corporate or partnership powers, as applicable, and have been duly and validly authorized by all requisite corporate or partnership actionAgreement; (c) this Agreement has been duly executed counterparts of the Assignment and delivered by PurchaserAssumption of Leases and Service Contracts; (d) the execution and delivery by Purchaser counterparts of the Transaction Agreements letters to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (itenants described in Section 5(B)(i)(e) any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon Purchaser;above. (e) Purchaser understands at the Closing for each Property that is the Securities have not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreement or the remaining Transaction Agreementssubject of a Loan Assumption, counterparts of each Loan Assumption Agreement; (f) this Agreement constitutes at the Closing for each Property that is the subject of a valid and binding agreement Defeasance, counterparts of the Defeasance Documents to the extent required to be executed by Purchaser enforceable in accordance with its terms, subject to (iSection 3(L) applicable bankruptcy, insolvency or similar laws affecting the enforceability of creditors rights generally and (ii) equitable principles of general applicabilityhereof; (g) Purchaser has such knowledge and experience original share certificates in financial and business matters so book entry form representing the Shares, as to be capable of evaluating the merits and risks of its investment in the Securities and Purchaser is capable of bearing the economic risks of such investmentapplicable; (h) Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; Purchaser has previously invested in securities similar to the Securities and fully understands the limitations on transfer described herein; Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects a counterpart of the Company sufficient to enable it to evaluate its investment in the Securities; Purchaser has been afforded the opportunity to ask such questions Registration Rights Agreement, as it has deemed necessary ofapplicable, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and the risks of investing in the Securities; and Purchaser has been afforded the opportunity to obtain such additional information which the Company possesses or can acquire that is necessary to verify the accuracy and completeness of the information given to Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and other undertakings hereunder, and shall not limit Purchaser's ability to rely thereonexecuted by ELS; (i) no part a counterpart of the source Assignment and Assumption of funds used Ground Lease, if applicable; (j) a counterpart of the notice letter to the ground lessor under the Ground Lease described in Section 5(B)(i)(y) above, as applicable; (k) Transfer tax returns as required by Purchaser applicable law; (l) certified copy of Articles Supplementary in the form of Exhibit S reflecting filing with the State of Maryland; (m) a counterpart to acquire the Securities constitutes assets allocated Management Agreement, if applicable; (n) at the Closing with respect to any separate account maintained the Ground Lease Property and provided the Ground Lease Fee Closing has not yet occurred, a counterpart to the Ground Lease Escrow Agreement and the Ground Lease Notes Escrow Agreement; (o) a letter issued by Purchaser ELS providing a so-called waiver of the 5% equity ownership restriction of ELS with respect to the Shares, in which any employee benefit plan (or its related trust) has any interestform and substance agreed to by the parties; and (jp) Purchaser is a corporation organized under the laws of BermudaClosing Statement.

Purchaser. The Purchaser hereby represents and warrants to NAFCO, as of the Company date hereof, that: (a) Purchaser it has had an opportunity to discuss NAFCO's and the Administrator's business, management and financial affairs, and the terms and conditions of the proposed purchase, with NAFCO and the Administrator and their respective representatives; (b) it is an "accredited investor" within the meaning of Rule 501(a501(a)(1) of Regulation D under the Securities Act and the Securities has sufficient knowledge and experience in financial and business matters to be acquired by capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Class B Certificate; (c) it pursuant to this Agreement are being acquired is purchasing the Class B Certificate for its own account, or for the account andof one or more "accredited investors" within the meaning of Rule 501(a)(1) of Regulation D under the Securities Act which meet the criteria described in clause (b) above and for which it is acting with complete investment discretion, as of the date hereof, for investment purposes only and not with a view towardto distribution, or for sale in connection withsubject, any distribution thereof except in compliance with applicable United States federal and state securities law; provided nevertheless, to the understanding that the disposition of Purchaser's its property shall at all times be and remain within its control; (bd) it understands that the execution, delivery Class B Certificate has not been and performance will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of this Agreement any other jurisdiction and are being offered only in a transaction not involving any public offering within the purchase meaning of the Securities pursuant thereto are within Purchaser's corporate or partnership powers, as applicableAct, and have been duly that the Certificates initially will bear the legend set out in the form of Class B Certificate attached as Exhibit A to the Pooling and validly authorized by all requisite corporate or partnership action; (c) this Administration Agreement has been duly executed and delivered by Purchaser; (d) be subject to the execution and delivery by Purchaser restrictions on transfer described in Section 6.03 of the Transaction Agreements to which it is a party does not, Pooling and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon Purchaser;Administration Agreement; and (e) Purchaser understands that the Securities have it is not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreement or the remaining Transaction Agreements; (f) this Agreement constitutes a valid and binding agreement of Purchaser enforceable in accordance with its terms, subject to (i) applicable bankruptcyan "Employee Benefit Plan" (as defined in Section 3(3) of (ERISA) that is subject to the provisions of Title I of ERISA, insolvency or similar laws affecting the enforceability of creditors rights generally and (ii) equitable principles a "Plan" described in Section 4975(E)(1) of general applicability; the Internal Revenue Code or (giii) Purchaser has such knowledge and experience in financial and business matters so as to be capable an entity whose underlying assets include plan assets by reason of evaluating the merits and risks of its an "Employee Benefit Plan's" or "Plan's" investment in the Securities and Purchaser is capable of bearing the economic risks of such investment; (h) Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; Purchaser has previously invested in securities similar to the Securities and fully understands the limitations on transfer described herein; Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enable it to evaluate its investment in the Securities; Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and the risks of investing in the Securities; and Purchaser has been afforded the opportunity to obtain such additional information which the Company possesses or can acquire that is necessary to verify the accuracy and completeness of the information given to Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and other undertakings hereunder, and shall not limit Purchaser's ability to rely thereon; (i) no part of the source of funds used by Purchaser to acquire the Securities constitutes assets allocated to any separate account maintained by Purchaser in which any employee benefit plan (or its related trust) has any interest; and (j) Purchaser is a corporation organized under the laws of Bermudaentity.