Common use of Representation and Warranties Clause in Contracts

Representation and Warranties. A. FBS represents and warrants to the Standby Purchasers that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS that: (i) If such Standby Purchaser is an entity, such Standby Purchaser is a Delaware corporation, was duly formed and is validly existing and in good standing under the laws of its state of formation, with the power and authority to perform its obligations under this Agreement. (ii) If such Standby Purchaser is an entity, the execution, delivery and performance of this Agreement by such Standby Purchaser and the consummation by such Standby Purchaser of the transactions contemplated hereby have been duly authorized by all necessary action of the Standby Purchaser. Regardless of whether such Standby Purchaser is an entity or natural person, this Agreement, when duly executed and delivered by FBS, will constitute a valid and legally binding instrument of such Standby Purchaser, enforceable against such Standby Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity principles. (iii) Such Standby Purchaser is not insolvent and has sufficient cash on hand to purchase the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with or prior to the execution and delivery of this Agreement, provided the Representatives with evidence or substantiation that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation is a true and accurate representation of such means. (iv) Such Standby Purchaser has not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with person or persons (other than FBS) with respect to the securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxies. (v) If such Standby Purchaser is an entity, the execution and delivery of this Agreement, the consummation by the Standby Purchaser of the transactions contemplated hereby and the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties made under this Section 6(B).

Representation and Warranties. A. FBS Each party represents and warrants to the Standby Purchasers that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS thatwarrants: (i) If such Standby Purchaser is an entity, such Standby Purchaser is a Delaware corporation, was duly formed and is validly existing and in good standing under the laws of its state of formation, with the 2.1 That it possesses full power and authority to enter into this Agreement and to perform the obligations hereunder; 2.2 That its Representative whose signature is affixed hereto has been fully authorized to sign this Agreement; 2.3 That upon its Effective Date, the provisions of this Agreement shall constitute its legal, valid and binding obligations enforceable in accordance with these terms; 2.4 That it has no agreement with any other Person nor any other conflict that would preclude it from fully complying with its obligations under this Agreement. (ii) If such Standby Purchaser is an entityAgreement and/or any applicable law or regulations, the executionand that all required consents of any and all third parties, delivery and performance of this Agreement by such Standby Purchaser and the consummation by such Standby Purchaser of the transactions contemplated hereby have been duly authorized by all necessary action of the Standby Purchaser. Regardless of whether such Standby Purchaser is an entity or natural personif any, this Agreement, when duly executed and delivered by FBS, will constitute a valid and legally binding instrument of such Standby Purchaser, enforceable against such Standby Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity principles. (iii) Such Standby Purchaser is not insolvent and has sufficient cash on hand to purchase the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in enter into this Agreement and will perform the obligations hereunder, have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with or been obtained prior to the execution of the Agreement; provided, however, that the parties hereby acknowledge that no party has obtained any approval by or from the United States Food and delivery Drug Administration for the sale, distribution and/or use of the Products in the Territory prior to the execution of this Agreement. Each party shall, provided at its sole expense, defend and hold one or both of the other parties and its Representatives harmless from any liabilities or actions brought against one or both of the other parties, if and to the extent such liabilities or actions are based on a claim that (i) the first party breached an agreement with evidence any other Person for the marketing and licensing of the Product, or substantiation (ii) the first party misappropriated any trade secret or improperly disclosed any Confidential Information of any other Person; and 2.5 Without limiting the generality of the foregoing, CMCC hereby specifically represents and warrants that such Standby Purchaser as of the Effective Date, to the best knowledge of the CMCC Technology Transfer Office, it alone owns the CMCC Patents, and that the CMCC Patents (i) have been duly registered as described in Exhibit A hereof, and (ii) have not been abandoned. CMCC further warrants and represents that the CMCC Technology Transfer Office has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence no knowledge of any pending or threatened claims of infringement and substantiation is a true and accurate representation of such means. (iv) Such Standby Purchaser has not entered into received any contracts, arrangements, understandings or relationships (legal or otherwise) with person or persons (other than FBS) with respect to the securities of the Company, including, but not limited to, transfer or voting notice of any claim of infringement from any third party regarding the securities, finder’s fees, joint ventures, loan use of Memantine or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxiesany adamantan derivatives. (v) If such Standby Purchaser is an entity, the execution and delivery of this Agreement, the consummation by the Standby Purchaser of the transactions contemplated hereby and the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties made under this Section 6(B).

Representation and Warranties. A. FBS represents Without prejudice or limitation to any representations, warranties and covenants of the Issuer in the Trust Deed, the Issuer represents, warrants and covenants to the Standby Purchasers that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS Trustee that: (i) If such Standby Purchaser is an entity, such Standby Purchaser is a Delaware corporation, was duly formed and is validly existing and in good standing under a. the laws of its state of formation, with the Issuer has full power and authority to perform its obligations under enter into this Agreement. (ii) If such Standby Purchaser is an entity, the execution, delivery and performance of this Security Agreement by such Standby Purchaser and the consummation by such Standby Purchaser of the transactions contemplated hereby have been duly authorized by all necessary action of the Standby Purchaser. Regardless of whether such Standby Purchaser is an entity or natural person, this Agreement, when duly executed and delivered by FBS, will constitute a valid and legally binding instrument of such Standby Purchaser, enforceable against such Standby Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity principles.create the security interests constituted by this Security Agreement; b. the Issuer has taken all action required to be taken, fulfilled and done (iiiincluding the obtaining of any necessary consents) Such Standby Purchaser is not insolvent and has sufficient cash on hand in order: i. to purchase authorise the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser hasentry into, simultaneously with or prior to the execution performance and delivery of this Security Agreement; ii. to ensure that the obligations expressed to be assumed by it in this Security Agreement are legal, provided valid, binding and enforceable subject, as to enforcement, to (1) the Representatives with evidence effect of bankruptcy, examinership, insolvency or substantiation that similar laws affecting generally the enforcement of creditors’ rights, as such Standby Purchaser has laws would apply in the financial means event of any bankruptcy, examinership, receivership, insolvency or similar event applicable to satisfy its financial obligations under this Agreement. The foregoing evidence the Issuer; and substantiation is a true and accurate representation (2) general equitable principles (whether enforceability of such means.principles is considered in a proceeding at law or in equity); (iv) Such Standby Purchaser c. the Issuer has good, marketable and indefeasible title to the Collateral, has not entered into made any contractsprior sale, arrangementspledge, understandings encumbrance, assignment or relationships (legal or otherwise) with person or persons (other than FBS) with respect to the securities of the Company, including, but not limited to, transfer or voting disposition of any of the securitiesCollateral, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees and the Collateral is free from all encumbrances and rights of profits, division setoff of profits or loss, or any kind except the giving or withholding or proxies.lien in favor of the Trustee created by this Security Agreement and the Trust Deed and any lien in favor of the Margin Loan Provider pursuant to the Margin Account Agreement; (v) If such Standby Purchaser is an entityd. except as herein provided, the execution Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part of the Collateral or any other part of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates to the Issuer) except in accordance with the Conditions of the Relevant Series and the Programme Documents; e. without prejudice to any specific requirements in the Trust Deed for the delivery of this Agreementdocuments, the consummation by Issuer will promptly deliver to the Standby Purchaser of Trustee all documents relating to the transactions contemplated hereby Collateral which the Trustee, from time to time, requires; and f. the Issuer shall promptly provide the Trustee with all information and other documentation which it may request in relation to the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties made under this Section 6(B)Collateral.

Representation and Warranties. A. FBS represents and The CP warrants to CAL as follows as at the Standby Purchasers that FBS date of this Agreement and as at every time any new Content is provided by the CP to CAL: 8.1. That at all times during the subsistence of this Agreement all the information it shall furnish to CAL in relation to any Content provided will only sell Shares to the Standby Purchasers if FBS best of its knowledge be true and accurate in all material respects and that such information will not omit any material information which might reasonably be expected to affect the decision of CAL to enter into this Agreement or Use the Content; 8.2. That any Content provided to CAL will be in accordance with all specifications set out in this Agreement or otherwise specified by CAL, in conformity with clause 7 of this Agreement and generally of overall merchantable quality that is unable customary for the industry; 8.3. That the CP has the unlimited right to distribute, license and/or sell Shares the rights in the Content or that it has obtained the relevant rights or permissions to Nonprovide the Content and license it to CAL for Use, distribution, sale, sub-Restricted Persons at licensing and/or grant of rights in accordance with the Purchase Price pursuant terms of this Agreement and that that the CP shall continue to retain the aforesaid rights throughout the term of this Agreement; 8.4. That the CP has not previously granted and will not grant any rights in or to the Offering.Content to any third party that are inconsistent with the rights granted to CAL herein, or which would interfere with the performance and continuance of this Agreement; B. Each Standby Purchaser severally8.5. There are no proceedings pending or, to its knowledge, threatened, and not jointlythere is no existing basis for any such proceedings, represents against or affecting it by or before any court, arbitrator, or other governmental authority which, if adversely determined, individually or in the aggregate might be reasonably expected to materially and warrants with respect to such Standby Purchaser onlyadversely affect its properties, to FBS that: (i) If such Standby Purchaser is an entitybusiness, such Standby Purchaser is a Delaware corporationprospects, was duly formed and is validly existing and in good standing under the laws of profits or condition or adversely affect its state of formation, with the power and authority ability to perform its obligations under this Agreement.; 8.6. It validly exists under the laws of Kenya and has all the necessary power and authority to enter into and perform all of its obligations under this Agreement, has in addition obtained all necessary permits, licences and consents from all relevant regulatory authorities and has, in addition, not taken any corporate action or other action for its winding up, dissolution or re-organisation or for the appointment of a receiver, trustee or similar officer of it or of any or all of its assets or revenues or for bankruptcy (ii) If such Standby Purchaser is an entity, the where applicable); 8.7. That its execution, delivery and performance of this Agreement by will not be in conflict with or breach any other agreement or obligation to which it is a party or is bound; 8.8. That it owns all Intellectual Property Rights in the Content and has the right to license to CAL such Standby Purchaser Content for Use; 8.9. That the Content does not infringe: 8.9.1. any copyright; 8.9.2. any patent or trademark; 8.9.3. any right of publicity, right of privacy or other proprietary rights of any third party and does not contain any matter which, if published, will be libellous or defamatory in all cases under Kenyan Law; or 8.9.4. any Intellectual Property Rights; 8.10. That no third party, officer or employee of CAL has received or will receive any material or other benefit for the consummation by such Standby Purchaser purpose of influencing the transactions contemplated hereby have been duly authorized by all necessary action of a CAL officer or employee in the Standby Purchaser. Regardless execution, retention or amendment of whether such Standby Purchaser is an entity or natural person, this Agreement, when duly executed and delivered by FBS, will constitute a valid and legally binding instrument of such Standby Purchaser, enforceable against such Standby Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity principles. (iii) Such Standby Purchaser is not insolvent and has sufficient cash on hand to purchase the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with or prior to the execution and delivery of this Agreement, provided the Representatives with evidence or substantiation that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation is a true and accurate representation of such means. (iv) Such Standby Purchaser has not entered into securing any contracts, arrangements, understandings or relationships (legal or otherwise) with person or persons (other than FBS) with determination in respect to the securities CP’s performance; ▇.▇▇. ▇▇ the case of third-party content obtained by the CP as part of the Company, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxies. (v) If such Standby Purchaser is an entityContent, the execution CP warrants that it shall procure all necessary consents, licences and delivery of this Agreementpermits from such third parties, which may be necessary for CAL to Use the consummation Content with such consent, licence or permit being in a form agreed to by the Standby Purchaser of the transactions contemplated CAL in writing; 8.12. The CP hereby and the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees undertakes to indemnify the other Standby Purchasers and hold CAL, its directors, officers, agents and employees harmless for any cost, claim or liability arising from such Standby Purchaser’s the breach of the aforesaid warranties and representations (including, without limitation, all costs and warranties made under damages incurred as a result of any third-party claims that Use, distribution, sale, sub-licensing and/or grant of rights by CAL, or Wireless Use by any person, of the Content or any part thereof infringes on any rights of any third party); ▇.▇▇. ▇▇ the event that any such infringement claim arises or in CAL’s opinion is likely to arise, the CP shall at his/her expense and at CAL’s option procure for CAL the right to continue using the Content. 8.14. Where the infringement claim relates to a severable item of Content provided hereunder, then at the option of CAL, the CP will terminate this Section 6(B)Agreement in relation to such severable part, and otherwise the Agreement shall continue in full force and effect.

Representation and Warranties. A. FBS Each COMPETITOR represents and warrants that (a) Each COMPETITOR is authorized to the Standby Purchasers that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, enter into this agreement on behalf of such COMPETITOR and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS that: all Affiliates of COMPETITOR; (ib) If any COMPETITOR is not an individual, then such Standby Purchaser COMPETITOR is an entityduly formed, such Standby Purchaser is a Delaware corporation, was duly formed and is validly existing and in good standing (if applicable) under the laws of the jurisdiction of its state of formation, with the power that such COMPETITOR is fully authorized to enter into and authority to perform its obligations under this Agreement. AGREEMENT, and the individual executing and delivering this AGREEMENT on behalf of COMPETITOR is duly authorized to do so; (c) The COMPETITORS own or have the exclusive right to license any and all trademarks displayed on any of the COMPETITORS’ robots and other equipment, and any and all other rights related to any of the COMPETITORS’ robots, and that in connection with the EVENT and this AGREEMENT, no COMPETITOR is infringing any intellectual property rights of any other person, including, without limitation, any rights in trademark, trade dress, copyright, patent, trade secrets, and/or rights of publicity; and (d) No COMPETITOR’s robot which is participating in the EVENT is the subject of any pending litigation or, to COMPETITOR’S knowledge, threatened litigation. Without limitation to the foregoing representations, each COMPETITOR understands that (i) robot names which are confusingly similar to trademarks held by third parties, and (ii) If robots which employ existing "off-the-shelf" toys or other items which embody the copyrights, trademarks or other intellectual property rights of third parties, do or may infringe on third-party intellectual property rights unless the owners of such Standby Purchaser is an entity, the execution, delivery intellectual property rights consent in a written agreement acceptable in form and performance substance to PROMOTER in its sole and complete discretion. Incorporation and use of infringing elements may constitute a breach of this Agreement by such Standby Purchaser paragraph 3 and the consummation by such Standby Purchaser may make it difficult or impossible for PROMOTER to have toys or other merchandise made from any robot of the transactions contemplated hereby have been duly authorized by any COMPETITOR. All representations, warranties and obligations of each COMPETITOR, or any or all necessary action of the Standby Purchaser. Regardless of whether such Standby Purchaser is an entity or natural personthem, this Agreement, when duly executed and delivered by FBS, will constitute a valid and legally binding instrument of such Standby Purchaser, enforceable against such Standby Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity principles. (iii) Such Standby Purchaser is not insolvent and has sufficient cash on hand to purchase the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with or prior to the execution and delivery of this Agreement, provided the Representatives with evidence or substantiation that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation is a true and accurate representation of such means. (iv) Such Standby Purchaser has not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with person or persons (other than FBS) with respect to the securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxies. (v) If such Standby Purchaser is an entity, the execution and delivery of this Agreement, the consummation by the Standby Purchaser of the transactions contemplated hereby and the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not AGREEMENT shall be joint and is made as several. Under no circumstances will PROMOTER or any COMPETITOR be liable to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the any other Standby Purchasers party hereto for any liability arising from such Standby Purchaser’s breach of the representations and warranties made under this Section 6(B)consequential, indirect, special, punitive or incidental damages or lost profits.

Representation and Warranties. A. FBS In consideration of establishing and maintaining the Loan Account, the Borrower hereby represents and warrants to the Standby Purchasers that FBS will only sell Shares to Bank on the Standby Purchasers if FBS date of this Agreement and on each date a Loan is unable to sell Shares to Non-Restricted Persons at requested that: (a) the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severallyBorrower is duly organized, and not jointlyvalidly existing, represents and warrants with respect to such Standby Purchaser only, to FBS that: (i) If such Standby Purchaser is an entity, such Standby Purchaser is a Delaware corporation, was duly formed and is validly existing and in good standing under the laws of its state of formation, with the power and authority to perform its obligations under this Agreement. organization; (iib) If such Standby Purchaser is an entity, the execution, delivery delivery, and performance by the Borrower of this Agreement by such Standby Purchaser and the consummation by such Standby Purchaser of the transactions contemplated hereby Note are within its powers, have been duly authorized by all necessary action, and do not contravene the Borrower’s organizational documents (e.g., charter, articles of incorporation or by-laws, articles of association or operating agreement, partnership agreement or any similar agreement) or any law or contractual restriction binding on or affecting the Borrower; (c) no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the Borrower’s due execution, deliver, and performance of this Agreement or the Standby Purchaser. Regardless of whether such Standby Purchaser is an entity or natural personNote; (d) this Agreement is, this Agreement, and the Note when duly executed and delivered by FBSthe Borrower will be, will constitute a valid the Borrower’s legal, valid, and legally binding instrument of such Standby Purchaser, obligation enforceable against such Standby Purchaser the Borrower in accordance with its terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other similar laws affecting the enforcement of general applicability now or hereinafter in effect relating to or affecting creditors’ rights generally and to general equity principles. by equitable principles (iiiwhether enforcement is sought by proceedings in law or equity); (e) Such Standby Purchaser the Borrower is not insolvent engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and has sufficient cash on hand no proceeds of the Loans will be used to purchase or carry any margin stock or to extend credit to others for the Maximum Standby Purchase Commitment purpose of Shares on purchasing or carrying any margin stock, in violation of Regulation U; and (f) there is no pending or threatened action or proceeding affecting the terms and conditions contained in Borrower before any court, governmental agency or arbitrator, which may reasonably be expected to materially adversely affect the Borrower’s financial condition or operations or which purports to affect the legality, validity, or enforceability of this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with or prior to the execution and delivery of this Agreement, provided the Representatives with evidence or substantiation that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation is a true and accurate representation of such means. (iv) Such Standby Purchaser has not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with person or persons (other than FBS) with respect to the securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxiesNote. (v) If such Standby Purchaser is an entity, the execution and delivery of this Agreement, the consummation by the Standby Purchaser of the transactions contemplated hereby and the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties made under this Section 6(B).

Representation and Warranties. A. FBS The Guarantor represents and warrants to the Standby Purchasers that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS thatas follows: (i) If such Standby Purchaser is an entity, such Standby Purchaser is a Delaware corporation, was a. This Guaranty has been duly formed executed and is validly existing and in good standing under delivered by the laws of its state of formation, with the power and authority to perform its obligations under this Agreement. (ii) If such Standby Purchaser is an entity, the executionGuarantor. Execution, delivery and performance of this Agreement Guaranty will not: (i) violate any provision of law, order of any court, agency or instrumentality of government, or any provision of any indenture, agreement or other instrument to which the Guarantor is a party or by such Standby Purchaser and which the consummation by such Standby Purchaser Guarantor or any of the transactions contemplated hereby have been duly authorized Guarantor's properties is bound; (ii) result in the creation or imposition of any lien, charge or encumbrance of any nature, other than the liens created by all necessary action the Note; or (iii) require any authorization, consent, approval, license, exemption of, or filing or registration with, any court or governmental authority. b. This Guaranty is the legal, valid and binding obligation of the Standby Purchaser. Regardless of whether such Standby Purchaser is an entity or natural person, this Agreement, when duly executed and delivered by FBS, will constitute a valid and legally binding instrument of such Standby PurchaserGuarantor, enforceable against such Standby Purchaser the Guarantor in accordance with its terms. The loans or credit accommodations made by Franklin Holding to FCMC and the assumption by the Guarantor of the Guarantor's obligations hereunder and under any other Loan Document to which the Guarantor is a party will result in material benefits to the Guarantor. This Guaranty was entered into by the Guarantor for commercial purposes. c. There is no action, subject suit, or proceeding at law or in equity or by or before any governmental authority, agency or other instrumentality now pending or, to bankruptcythe knowledge of the Guarantor, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereinafter in effect relating to threatened against or affecting creditors’ rights and to general equity principles. (iii) Such Standby Purchaser is not insolvent and has sufficient cash on hand to purchase the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with Guarantor or prior to the execution and delivery of this Agreement, provided the Representatives with evidence or substantiation that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation is a true and accurate representation of such means. (iv) Such Standby Purchaser has not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with person or persons (other than FBS) with respect to the securities of the Company, including, but not limited to, transfer or voting of any of the securitiesGuarantor's properties or rights which, finder’s feesif adversely determined, joint ventures, loan would materially impair or option arrangements, puts affect: (i) the Guarantor's right to carry on the Guarantor's business substantially as now conducted (and as now contemplated); or calls, guarantees of profits, division of profits or loss, or (ii) the giving or withholding or proxiesGuarantor's financial condition. (v) If such Standby Purchaser is an entityd. No document, the execution and delivery of this Agreement, the consummation certificate or statement furnished to Franklin Holding by the Standby Purchaser or on behalf of the transactions contemplated hereby Guarantor contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and the compliance by the Standby Purchaser, with the terms hereof, do therein not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties made under this Section 6(B)misleading.

Representation and Warranties. A. FBS To induce LaSalle and Bank One to enter into this Amendment, the Company hereby represents and warrants to the Standby Purchasers that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, LaSalle and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS Bank One that: (iA) If such Standby Purchaser is an entitySince December 30, such Standby Purchaser is 2002, there has been no development or event, which has had or could reasonably be expected to have a Delaware corporation, was duly formed and is validly existing and in good standing under material adverse effect on the laws Company’s business or financial condition. No Event of its state of formation, with the power and authority Default or Unmatured Event will occur after giving effect to perform its obligations under this AgreementAmendment. (iiB) If such Standby Purchaser is an entityThe Company has the corporate power and authority, the execution, delivery and performance of this Agreement by such Standby Purchaser and the consummation by such Standby Purchaser of the transactions contemplated hereby have been duly authorized by all necessary action of the Standby Purchaser. Regardless of whether such Standby Purchaser is an entity legal right, to make and deliver this Amendment and each other instrument, document or natural person, this Agreement, when duly agreement to be executed and delivered by FBSit pursuant hereto, will constitute a valid and legally binding instrument of such Standby Purchaser, enforceable against such Standby Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity principles. (iii) Such Standby Purchaser is not insolvent perform all of its obligations hereunder and thereunder, and under the Credit Agreement as amended by this Amendment, and the Company has sufficient cash on hand taken all necessary corporate action to purchase the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with or prior to authorize the execution and delivery of this AgreementAmendment and each other instrument, provided the Representatives with evidence document or substantiation that such Standby Purchaser has the financial means agreement to satisfy its financial obligations under this Agreement. The foregoing evidence be executed and substantiation is a true and accurate representation of such meansdelivered by it pursuant hereto. (ivC) Such Standby Purchaser has not entered into any contractsWhen executed and delivered, arrangementsthis Amendment and each other instrument, understandings document or relationships (legal or otherwise) with person or persons (other than FBS) with respect agreement to be executed and delivered by the securities Company pursuant hereto, and the Credit Agreement as amended by this Amendment, will constitute legal, valid and binding obligations of the Company, includingenforceable in accordance with their respective terms, but not limited toexcept as enforceability may be affected by bankruptcy, transfer insolvency, reorganization, moratorium and other similar laws relating to or voting affecting the enforcement of any of the securitiescreditors’ rights generally, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxiesand by general equitable principles. (vD) If such Standby Purchaser is an entityNo Unmatured Event or Event of Default exists, taking into account the execution and delivery of changes to the Credit Agreement contemplated by this Agreement, the consummation by the Standby Purchaser of the transactions contemplated hereby and the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser onlyAmendment, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties made under by the Company and the Continuing Guarantors in the Loan Documents to which each is a party are true and correct in all material respects on and as of the date hereof, after giving effect to the effectiveness of this Section 6(B)Amendment and each other instrument, document or agreement to be executed and delivered by any of them pursuant thereto, as if made on and as of this date, other than those that relate to an earlier or specific date.

Representation and Warranties. A. FBS Borrower represents and warrants to the Standby Purchasers that FBS will only sell Shares to Lenders as of the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS date hereof that: (ia) If such Standby Purchaser is an entity, such Standby Purchaser is a Delaware corporation, was duly formed and is validly existing and in good standing under the laws of its state of formation, with the power and authority to perform its obligations under this Agreement. (ii) If such Standby Purchaser is an entity, the The execution, delivery and performance of this Agreement by such Standby Purchaser Limited Waiver and the consummation by such Standby Purchaser of the transactions contemplated hereby Amendment have been duly authorized by all necessary corporate action by Borrower, and (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, (ii) will not violate the Organizational Documents of any Loan Party, (iii) will not violate any Requirement of Law, (iv) will not violate or result in a default or require any consent or approval under any indenture, agreement or other instrument binding upon any Loan Party or its property, or give rise to a right thereunder to require any payment to be made by any Loan Party, and (v) will not result in the Standby Purchaser. Regardless creation or imposition of whether such Standby Purchaser is an entity or natural personany Lien on any property of any Loan Party, except Liens created by the Loan Documents and Permitted Liens; (b) this AgreementLimited Waiver and Amendment constitutes the legal, when duly executed and delivered by FBS, will constitute a valid and legally binding instrument obligations of such Standby Purchaser, Borrower enforceable against such Standby Purchaser Borrower and the other Loan Parties in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar or other laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity principles.or at law; (iiic) Such Standby Purchaser is not insolvent On and has sufficient cash on hand to purchase the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with or prior to the execution and delivery of this Agreement, provided the Representatives with evidence or substantiation that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation is a true and accurate representation of such means. (iv) Such Standby Purchaser has not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with person or persons (other than FBS) with respect to the securities as of the Company, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the Effective Date (giving or withholding or proxies. (v) If such Standby Purchaser is an entity, the execution effect to this Limited Waiver and delivery of this Agreement, the consummation by the Standby Purchaser of the transactions contemplated hereby and the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubtAmendment), each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties made under by any Loan Party contained in Article III of the Credit Agreement and each other Loan Document is true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects on and as of the Effective Date (giving effect to this Section 6(Bwaiver), as if made on and as of such date and except to the extent that such representations and warranties specifically relate to an earlier date); and (d) At the time of and after giving effect to this Limited Waiver and Amendment, no Default or Event of Default has occurred and is continuing.

Representation and Warranties. A. FBS By its execution of this Amendment, each Credit Party party hereto hereby represents and warrants to the Standby Purchasers that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS that: (ia) If this Amendment has been duly authorized, executed and delivered by it and constitutes a legal, valid and binding obligation of each Credit Party party hereto, enforceable against such Standby Purchaser is an entityCredit Party in accordance with its terms, except as such Standby Purchaser is a Delaware corporationenforceability may be limited by bankruptcy, was duly formed insolvency, reorganization, receivership, moratorium or other Laws affecting creditors’ rights generally and is validly existing and in good standing under the laws by general principles of its state of formation, with the power and authority to perform its obligations under this Agreement.equity; (iib) If such Standby Purchaser is an entity, the execution, delivery and performance by each Credit Party party hereto of this Agreement by such Standby Purchaser Amendment do not and the consummation by such Standby Purchaser will not (i) violate (A) any provision of any Applicable Law, (B) any of the transactions contemplated hereby have been duly authorized by all necessary action Organizational Documents of the Standby Purchaser. Regardless Borrower or any of whether its Subsidiaries, or (C) any order, judgment or decree of any court or other agency of government binding on the Borrower or any of its Subsidiaries, except with respect to clauses (A) and (C) to the extent that such Standby Purchaser is an entity violation could not reasonably be expected to have a Material Adverse Effect; (ii) conflict with, result in a breach of or natural personconstitute (with due notice or lapse of time or both) a default under any Contractual Obligation of the Borrower or any of its Subsidiaries, this Agreementexcept to the extent that such conflict, when duly executed and delivered by FBS, will constitute breach or default could not reasonably be expected to have a valid and legally binding instrument of such Standby Purchaser, enforceable against such Standby Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity principles. Material Adverse Effect; (iii) Such Standby Purchaser is not insolvent and has sufficient cash result in or require the creation or imposition of any Lien upon any of the properties or assets of the Borrower or any of its Subsidiaries (other than any Liens created under any of the Credit Documents in favor of Collateral Agent, on hand to purchase behalf of the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with Secured Parties); or prior to the execution and delivery of this Agreement, provided the Representatives with evidence or substantiation that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation is a true and accurate representation of such means. (iv) Such Standby Purchaser has not entered into unless otherwise obtained, require any contractsapproval of stockholders, arrangements, understandings members or relationships (legal partners or otherwise) with person any approval or persons (other than FBS) with respect to the securities consent of any Person under any Contractual Obligation of the Company, including, but not limited to, transfer Borrower or voting of any of its Subsidiaries, except for any such approval or consent the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees failure of profits, division of profits or loss, or the giving or withholding or proxies.which to obtain could not reasonably be expected to have a Material Adverse Effect; (vc) If such Standby Purchaser is an entity, the execution and delivery of this Agreement, the consummation by the Standby Purchaser of the transactions contemplated hereby and the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties made under contained in Article 4 of the Credit Agreement is true and correct in all material respects as of the Amendment Effective Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality shall be true and correct in all respects); and (d) no Default or Event of Default exists, or will result from the execution of this Section 6(B)Amendment.

Representation and Warranties. A. FBS 12.1 The Seller represents and warrants that 12.1-1 It is the rightful legal owner and beneficiary of the Gold Bars offered herein for sale. 12.1-2 The Gold Bars offered herein for sale (a) meet the Specifications; and (b) do not have any impurities, or contain material, which are hazardous to persons and environment. 12.1-3 The Gold Bars offered herein for sale are: (a) free and clear of any and all claim, lien, security interest, charge, pledge, mortgage, option, encumbrance, right of pre-emption, right of first refusal, or other restriction or right of any third party of any kind or an agreement, arrangement or obligation to create any of the foregoing (including but not limited to holding in trust for the benefit of another, interests arising from options, indentures, and security agreements; and (b) have been obtained by the Seller in compliance with the rules of any applicable legislation. 12.1-4 The Gold Bars offered herein for sale can be transferred by the Buyer to any third party without restrictions anywhere in the world. 12.1-5 The Gold Bars offered herein for sale are not related in any way whatsoever to any terrorist and/or criminal activities and they have been obtained, maintained into the ownership and possession of the Seller and are offered to the Standby Purchasers Seller in a way that FBS does not contravene to any provision of: The Narcotic Drugs (Control, Enforcement and Sanctions) ▇▇▇ ▇▇▇▇ (PNDCL 236), The Criminal Offences Act 1960 (Act 29), Anti-Money Laundering Act 2008 (Act 749) and its Regulations (L.I. 1987), Anti Terrorism Act 2008 (Act 762) , The Minerals and Mining Act, 2006 (Act 703) and its Regulations, Any other applicable legislation 12.1-6 The Gold Bars offered herein for sale do not have any impurities, or contain material which can disturb the refining process or the assay and as well influence the environmental protection processes. Penalties will only sell Shares apply should the Gold delivered to Buyer contain any Deleterious or Hazardous Material. Additional charges due to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at excessive impurity content of the Purchase Price pursuant gold will be deducted from the amount payable to the Offering. B. Each Standby Purchaser severallySeller. Buyer and Refinery have the right to refuse acceptance of the gold and keep the Performance Bond proceeds as penalty, and not jointly, besides having the right to take the Seller to court for further damages.. The Buyer represents and warrants with that the origin of the funds used for purchasing the Gold Bars does not contravene to any provision of: The Narcotic Drugs (Control, Enforcement and Sanctions) ▇▇▇ ▇▇▇▇ (PNDCL 236), The Criminal Offences Act 1960 (Act 29), Anti-Money Laundering Act 2008 (Act 749) and its Regulations (L.I. 1987), Anti Terrorism Act 2008 (Act 762) , The Minerals and Mining Act, 2006 (Act 703) and its Regulations, Any other applicable legislation 12.3 Each Party hereby represents and warrants in respect to such Standby Purchaser onlyof itself, to FBS the other Party that: (i) If such Standby Purchaser 12.3 1 it is an entity, such Standby Purchaser is a Delaware corporation, was duly formed lawfully incorporated and is validly existing and in good standing under the laws of its state of formation, with the power and authority to perform its obligations under this Agreementjurisdiction. (ii) If such Standby Purchaser is an entity, the execution, delivery and performance of this Agreement by such Standby Purchaser and the consummation by such Standby Purchaser of the transactions contemplated hereby have been duly authorized by all necessary action of the Standby Purchaser. Regardless of whether such Standby Purchaser is an entity or natural person, this Agreement, when duly executed and delivered by FBS, will constitute a valid and legally binding instrument of such Standby Purchaser, enforceable against such Standby Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity principles. (iii) Such Standby Purchaser is not insolvent and has sufficient cash on hand to purchase the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with or prior to the execution and delivery of this Agreement, provided the Representatives with evidence or substantiation that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation is a true and accurate representation of such means. (iv) Such Standby Purchaser has not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with person or persons (other than FBS) with respect to the securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxies. (v) If such Standby Purchaser is an entity, the execution and delivery of this Agreement, the consummation by the Standby Purchaser of the transactions contemplated hereby and the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties made under this Section 6(B).

Representation and Warranties. A. FBS represents and warrants (a) As of the date of delivery of each Mortgage Loan to the Standby Purchasers that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS thatBuyer: (i) If Lender represents and warrants to Buyer that (A) Lender has not assigned, hypothecated, transferred, pledged, or otherwise conveyed the Collateral to any other party, or recorded any assignment of mortgage or deed of trust relating to such Standby Purchaser Mortgage Loan, and (B) during the period that Buyer holds the Collateral as bailee, unless and until the Collateral is an entityreturned by Buyer to Lender, Lender will not assign, hypothecate, transfer, pledge, or otherwise convey any of Lender's right, title, or interest in such Standby Purchaser is a Delaware corporation, was duly formed and is validly existing and in good standing under the laws Collateral; nor will Lender need or cause to be needed any assignment of its state mortgage or deed of formation, with the power and authority trust relating to perform its obligations under this Agreement.such Mortgage Loan; (ii) If such Standby Purchaser is an entity, Seller certifies to Buyer that the execution, delivery and performance of this Agreement by such Standby Purchaser and the consummation by such Standby Purchaser of the transactions contemplated hereby documents relating to each Mortgage Loan purchased have been duly authorized delivered to Buyer by all necessary action Seller or Seller's closing agent (except for any loan and security agreement between Lender and Seller, and any unrecorded assignment of the Standby Purchaser. Regardless a mortgage or deed of whether such Standby Purchaser is an entity or natural person, this Agreement, when duly executed and delivered by FBS, will constitute a valid and legally binding instrument of such Standby Purchaser, enforceable against such Standby Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity principles.trust) ; and (iii) Such Standby Purchaser is not insolvent and has sufficient cash on hand to purchase the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with or prior to the Lender's execution and delivery of this AgreementBailee Agreement have been specifically approved by Lender. This Bailee Agreement constitutes the "written agreement" governing Lender's rights and obligations with respect to Buyer in connection with Lender's role as Seller's warehouse lender for the Mortgage Loans, provided the Representatives with evidence or substantiation that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation is a true and accurate representation Lender shall continuously maintain all components of such means"written agreement" as an official record of Lender or any successor thereof that Lender owns or controls. (ivb) Such Standby Purchaser has not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with person or persons (other than FBS) with respect to the securities Immediately following payment of the CompanyPurchase Price for a particular Mortgage Loan as described in Section 4 hereinabove, includingLender represents and warrants that (i) Lender has fully relinquished all right, but not limited totitle, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxies. (v) If such Standby Purchaser is an entity, the execution and delivery of this Agreement, the consummation by the Standby Purchaser of the transactions contemplated hereby interest it may have in and the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser onlyMortgage Loan; (ii) all notes, mortgages, and each Standby Purchaser other original documents, instruments, and materials that have been delivered to Buyer pursuant to subsection 6(a)(ii) above have been released to Buyer; and (iii) any unrecorded assignments in Lender's possession relating to such Mortgage Loan are null and void, and Lender covenants to and agrees with Buyer that Lender immediately will take any and all action necessary to indemnify the other Standby Purchasers for assign and transfer any liability arising from recorded interest in such Standby Purchaser’s breach of the representations and warranties made under this Section 6(B)Mortgage Loan to Buyer.

Representation and Warranties. A. FBS To induce the Administrative Agent to enter into this Amendment and to induce the Lenders to consent thereto, the Borrower hereby represents and warrants to the Standby Purchasers that FBS will only sell Shares to Agents and all of the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at Lenders as of the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS Amendment Effective Date that: (ia) If such Standby Purchaser is an entityEach Loan Party has the corporate power and authority, such Standby Purchaser and the legal right, to make and deliver the Amendment Documents to which it is a Delaware corporation, was duly formed party and is validly existing and in good standing under the laws of its state of formation, with the power and authority to perform its obligations under this Agreement. (ii) If such Standby Purchaser the Loan Documents to which it is an entitya party, as amended by the Amendment Documents, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement by such Standby Purchaser Amendment Documents and the consummation performance of such Loan Documents, as so amended. (b) No consent or authorization of, approval by, notice to, filing with or other act by such Standby Purchaser or in respect of, any Governmental Authority or any other Person is required in connection with the execution and delivery of the transactions contemplated hereby have been duly authorized by all necessary action Amendment Documents or with the performance, validity or enforceability of the Standby Purchaser. Regardless of whether such Standby Purchaser is an entity or natural personLoan Documents, this Agreement, when as amended by the Amendment Documents. (c) Each Amendment Document has been duly executed and delivered on behalf of each Loan Party which is a party thereto. (d) Each Amendment Document and each Loan Document, as amended by FBSthe Amendment Documents, will constitute constitutes a legal, valid and legally binding instrument obligation of such Standby Purchaser, each Loan Party which is a party thereto enforceable against such Standby Purchaser Loan Party in accordance with its terms, subject to except as affected by bankruptcy, insolvency, fraudulent transferconveyance, reorganization, moratorium and other similar laws of general applicability now or hereinafter in effect relating to or affecting the enforcement of creditors’ ' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and to general equity principlesan implied covenant of good faith and fair dealing. (iiie) Such Standby Purchaser The execution, delivery and performance of the Amendment Documents and the performance of the Loan Documents, as amended by the Amendment Documents, will not violate any Requirement of Law or Contractual Obligation of any Loan Party which is not insolvent and has sufficient cash on hand to purchase the Maximum Standby Purchase Commitment a party thereto or of Shares on the terms and conditions contained in this Agreement any of its Subsidiaries and will have not result in, or require, the creation or imposition of any Lien on any of its or their respective properties or revenues pursuant to any such funds on the Closing Date. Such Standby Purchaser has, simultaneously with Requirement of Law or prior to the execution and delivery of this Agreement, provided the Representatives with evidence or substantiation that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation is a true and accurate representation of such meansContractual Obligation. (ivf) Such Standby Purchaser has not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with person or persons (other than FBS) with respect to the securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxies. (v) If such Standby Purchaser is an entity, the execution and delivery of this Agreement, the consummation by the Standby Purchaser of the transactions contemplated hereby and the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the The representations and warranties made under by the Loan Parties in the Loan Documents are true and correct in all material respects on and as of the Amendment Effective Date, after giving effect to the effectiveness of this Section 6(B)Amendment, as if made on and as of the Amendment Effective Date.

Representation and Warranties. A. FBS 2.1 The Mortgagor hereby represents and warrants to the Standby Purchasers that FBS will only sell Shares Mortgagee, its successors and assigns and any entity to which Mortgagee assigns any of its rights or obligations under the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at Loan Agreement on the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS date of this Mortgage that: (ia) If such Standby Purchaser is an entity, such Standby Purchaser is it has been duly incorporated and registered as a Delaware corporation, was duly formed BVI business company with limited liability under the BVI Act and is validly existing and in good standing under the laws of the British Virgin Islands; (b) it has the power to own its state assets and carry on its business as it is being conducted; (c) it is the sole legal and beneficial owner of formationthe Mortgaged Property free from any Security Interest (other than that created by this Mortgage) or other interest and any options or rights of pre-emption, except as may be granted to the Mortgagee from time to time; (d) any Mortgaged Shares are, or will be when mortgaged and charged, duly authorised, validly issued, fully paid, non-assessable, freely transferable and constitute shares in the capital of a Cayman Islands exempted company. To the extent they are in existence there are no moneys or liabilities outstanding or payable in respect of any such shares nor will there be any and they have not been redeemed nor cancelled in any way nor will they be; (e) the Mortgaged Shares are freely transferable on the books of the Company and no consents or approvals are required in order to register a transfer of the Mortgaged Shares, subject to all applicable law and the memorandum and articles of association of the Company effective as of the date hereof, as the same may be amended from time to time; (f) it has not received any notice of an adverse claim by any person in respect of the ownership of the Mortgaged Property; (g) it has full power, authority and legal capacity to: (i) execute and deliver this Mortgage; (ii) be the legal and beneficial owner of the Mortgaged Property; and (iii) comply with the power provisions of, and authority to perform all its obligations under this Agreement.Mortgage; (iih) If such Standby Purchaser is an entity, the execution, delivery and performance of this Agreement by such Standby Purchaser and the consummation by such Standby Purchaser of the transactions contemplated hereby have been duly authorized by all necessary action of the Standby Purchaser. Regardless of whether such Standby Purchaser is an entity or natural person, this Agreement, when it has duly executed and delivered by FBSthis Mortgage; (i) this Mortgage constitutes its legal, will constitute a valid and legally binding instrument of such Standby Purchaser, obligations enforceable against such Standby Purchaser it in accordance with its terms; (j) the execution and performance of its obligations and liabilities under this Mortgage will not: (i) contravene any law or regulation or any order of any governmental or other official authority, body or agency or any judgment, order or decree of any court having jurisdiction over it; (ii) conflict with, or result in any breach of any of the terms of, or constitute a default under, any agreement or other instrument to which it is a party or any licence or other authorisation to which it is subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws or by which it or any of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity principles.its property is bound; or (iii) Such Standby Purchaser contravene or conflict with any provision of its memorandum and articles of association; (k) it is solvent within the meaning of the Insolvency Act and it has not insolvent taken any action nor have any steps been taken or legal proceedings been started or threatened in writing against it for: (i) winding up, dissolution or reorganisation; (ii) the enforcement of any Security Interest over its assets; or (iii) the appointment of a liquidator, receiver, administrative receiver, administrator, trustee or similar officer of it or of any or all of its assets; (l) all licences, consents, exemptions, clearance filings, registration, payments of taxes, notarisation and authorisations necessary for the performance and discharge of its obligations and liabilities under this Mortgage and which are required in connection with the execution, delivery, validity, enforceability or admissibility in evidence of this Mortgage and the creation of security over the Mortgaged Property have been obtained and are in full force and effect; (m) it has sufficient cash on hand taken all corporate and other action required to purchase approve its execution, delivery, performance and enforceability of this Mortgage; and (n) this Mortgage is effective to create a valid and enforceable equitable mortgage and fixed charge upon the Maximum Standby Purchase Commitment Mortgaged Property in favour of Shares on the terms and conditions contained Mortgagee ranking in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with or prior priority to the execution interests of any of its creditors or any liquidator (or similar officer) appointed in respect it. 2.2 The Mortgagor also represents and delivery of this Agreement, provided warrants to and undertakes with the Representatives with evidence or substantiation Mortgagee that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence representations and substantiation is a warranties will be true and accurate representation throughout the continuance of such means. (iv) Such Standby Purchaser has not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) this Mortgage with person or persons (other than FBS) with respect reference to the securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxiesfacts and circumstances subsisting from time to time. (v) If such Standby Purchaser is an entity, the execution and delivery of this Agreement, the consummation by the Standby Purchaser of the transactions contemplated hereby and the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties made under this Section 6(B).

Representation and Warranties. A. FBS 4.1 The Guarantor hereby represents and warrants to the Standby Purchasers Buyer that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, representations and warranties set forth in this Clause 4.1 are true and accurate and not jointly, represents misleading in all respects on the date of the Agreement and warrants with respect to such Standby Purchaser only, to FBS that:on the Completion Date:- (ia) If such Standby Purchaser is an entity, such Standby Purchaser the Guarantor is a Delaware corporation, was company duly formed incorporated and is validly existing and in good standing under the laws of its state country of formationincorporation; (b) the Guarantor has the legal right and full power, with the power capacity and authority to perform execute and enter into this Guarantee, which when executed will constitute valid and binding obligations on the Guarantor enforceable in accordance with the terms contained herein; (c) the execution and delivery of, and the performance by the Guarantor of its obligations under this Agreement.Guarantee will not and are not likely to result in a breach of any applicable law or any provision of the constitution of the Guarantor or equivalent constitutional document of the Guarantor or any agreement, order, decree or judgment which is binding on it; (iid) If the Guarantor is not insolvent or unable to pay its debts as they fall due, and no order has been made, or meeting convened for its winding up or for the appointment of a provisional liquidator or a judicial manager, and no receiver and/or manager has been appointed in respect of the whole or any part of its property, assets and/or undertaking, or in the event where such Standby Purchaser order, appointment or winding up exists, the same is an entitystayed, dismissed, struck out or discharged, as the case may be, by the Guarantor within thirty (30) days from the date thereof; (e) there are no suit, action, litigation, arbitration or tribunal proceedings involving the Guarantor, which might have a material adverse effect on the Guarantor’s ability to observe or perform their obligations and undertakings under this Guarantee; (f) all consents, approvals, authorizations of any competent Governmental Authority or of any other person that are required for the execution, delivery and performance of this Agreement by such Standby Purchaser and the consummation by such Standby Purchaser of the transactions contemplated hereby Guarantee have been duly authorized by all necessary action obtained and are in full force and effect as of the Standby Purchaser. Regardless of whether such Standby Purchaser is an entity or natural person, this Agreement, when duly executed and delivered by FBS, will constitute a valid and legally binding instrument of such Standby Purchaser, enforceable against such Standby Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity principles.Completion Date; (iiig) Such Standby Purchaser is not insolvent all corporate authorizations, proceedings and has sufficient cash on hand to purchase internal approvals required for the Maximum Standby Purchase Commitment of Shares on the terms execution, delivery and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with or prior to the execution and delivery performance of this Agreement, provided Guarantee have been duly obtained and are in full force and effect as of the Representatives with evidence or substantiation that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation is a true and accurate representation of such means.Completion Date; (ivh) Such Standby Purchaser has not entered into no Action shall have been threatened or instituted against the Guarantor that seeks to enjoin the execution, delivery and performance of this Guarantee, to challenge its validity, or to assert any contractsliability against the Guarantor on account of, arrangementssuch execution, understandings or relationships (legal or otherwise) with person or persons (other than FBS) with respect to delivery and performance. If the securities of the Company, including, but not limited to, transfer or voting of Guarantor breaches any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxies. (v) If such Standby Purchaser is an entityabove representations and warranties, the execution Guarantor shall indemnify the Buyer against all Losses suffered by the Buyer as a result thereof, and delivery of if such breach makes this AgreementGuarantee invalid or unenforceable, the consummation by Buyer shall have the Standby Purchaser of right to require the transactions contemplated hereby and Guarantor to provide additional security satisfactory to the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties made under this Section 6(B)Buyer.

Representation and Warranties. A. FBS represents a) The Borrower represents, and warrants to the Standby Purchasers that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS that: I. each Obligor has the competence and power to execute the Financing Documents and has taken the necessary approvals in relation to the execution of the Financing Documents (i) If such Standby Purchaser is an entity, such Standby Purchaser to which the relevant Obligor is a Delaware corporationparty), was duly formed which approvals will remain valid and subsisting till the Final Settlement Date; II. all the information provided by an Obligor in relation to the Facility, whether or not relevant for ascertaining the credit worthiness of the Borrower, is true and correct and not misleading in any manner; III. each Obligor is capable of and entitled under all Applicable Laws to execute and perform the Financing Documents and the transactions thereunder; IV. each Obligor has taken the necessary approvals in relation to the execution of the Financing Documents, which approvals will remain valid and subsisting during the tenure of the Facility; V. the relevant Security Provider has and shall maintain absolute, clear and marketable title over the Secured Assets, has exercised due care and caution (including, where necessary, obtaining of advise of tax and, or, legal and, or, accounting and, or, financial and, or, other professionals) and that the Secured Assets are absolutely unencumbered and free from any liability whatsoever; VI. there are no actions, suits, proceedings or investigations pending or threatened by or against an Obligor or a Secured Assets at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may constitute individually or in the aggregate or may result in a Material Adverse Effect; VII. no event, circumstance or situation has occurred, which might affect the Security Provider or the Lender's right towards the Securities or hinder the enforcement of the Securities; VIII. no Material Adverse Effect or Event of Default has occurred; IX. the Securities are not included in or affected by any of the schemes of Central / State Government or of the improvement trust or any other public body or local authority or by any alignment, widening or construction of road under any scheme of the Central and, or, State Government or of any Corporation, Municipal Committee, Gram Panchayat etc.; X. each Obligor has paid and shall pay when due, all public demands such as taxes, taxes and all the other revenues payable to the Government of India or to the Government of any State or to any local authority and that at present there are no arrears of such taxes and revenues due and outstanding; XI. each Security Provider has good and marketable title to its respective Secured Assets and each Secured Asset is free and clear from all encumbrances (other than the security created / to be created in favour of the Lender) and any claims and demands and is validly existing not subject to any lis pendens, attachment or any other pending litigation or any process issued by any court or governmental authority and in good standing under is not affected by any notice of acquisition or requisition; XII. the laws availing of its state of formation, with the power and authority to perform its obligations under this Agreement. (ii) If such Standby Purchaser is an entity, the execution, delivery Facility and performance of obligations by an Obligor under this Agreement Terms and or any other Financing Documents shall constitute, private and commercial acts done and performed by such Standby Purchaser Obligor; XIII. an Obligor is not and shall not be entitled to and shall not claim immunity for itself or its assets and properties from suit, execution, attachment or other legal process in any proceedings in relation to this Terms and other Financing Documents; XIV. neither an Obligor nor none of its directors, partners, members, as the consummation case may be have not been declared a wilful defaulter/s under any applicable law and or by such Standby Purchaser of the transactions contemplated hereby have been duly authorized by all necessary action of the Standby Purchaserany relevant authority; XV. Regardless of whether such Standby Purchaser each Obligor which is an entity or a natural personPerson, this Agreementis not a minor, when duly executed and delivered by FBS, will constitute a valid and legally binding instrument of such Standby Purchaser, enforceable against such Standby Purchaser is solvent in accordance with its termsthe Applicable Laws, subject is of sound mind and fulfils all conditions for capacity to bankruptcycontract under Applicable Laws; and XVI. the Securities created will be legal, insolvencyvalid and enforceable, fraudulent transferand, reorganizationin each case, moratorium are prior and similar laws of general applicability now or hereinafter superior in effect relating right to or affecting creditors’ rights and to general equity principlesany other Person. (iiib) Such Standby Purchaser is not insolvent and has sufficient cash on hand to purchase the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with or prior to the execution and delivery of this Agreement, provided the Representatives with evidence or substantiation that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation is a true and accurate representation of such means. (iv) Such Standby Purchaser has not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with person or persons (other than FBS) with respect to the securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxies. (v) If such Standby Purchaser is an entity, the execution and delivery of this Agreement, the consummation by the Standby Purchaser of the transactions contemplated hereby and the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach Each of the representations and warranties given by the Borrower are deemed material. c) Further, the Borrower confirms that the representations and warranties contained herein shall be deemed to be repeated by the Borrower on and as of each day from the date of this Terms until the Final Settlement Date, as if made under this Section 6(B)with reference to the facts and circumstances existing on such day.

Representation and Warranties. A. FBS By its execution of this Amendment, the Borrower hereby represents and warrants to that: (a) this Amendment has been duly authorized, executed and delivered by it and constitutes a legal, valid and binding obligation of the Standby Purchasers that FBS will only sell Shares to Borrower, enforceable against the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severallyBorrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other Laws affecting creditors’ rights generally and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS that: by general principles of equity; (ib) If such Standby Purchaser is an entity, such Standby Purchaser is a Delaware corporation, was duly formed and is validly existing and in good standing under the laws of its state of formation, with the power and authority to perform its obligations under this Agreement. (ii) If such Standby Purchaser is an entity, the execution, delivery and performance by the Borrower of this Agreement by such Standby Purchaser Amendment does not and the consummation by such Standby Purchaser will not (i) violate (A) any provision of any Applicable Law, (B) any of the transactions contemplated hereby have been duly authorized by all necessary action Organizational Documents of the Standby Purchaser. Regardless Borrower or any of whether its Subsidiaries, or (C) any order, judgment or decree of any court or other agency of government binding on the Borrower or any of its Subsidiaries, except with respect to clauses (A) and (C) to the extent that such Standby Purchaser is an entity violation could not reasonably be expected to have a Material Adverse Effect; (ii) conflict with, result in a breach of or natural personconstitute (with due notice or lapse of time or both) a default under any Contractual Obligation of the Borrower or any of its Subsidiaries, this Agreementexcept to the extent that such conflict, when duly executed and delivered by FBS, will constitute breach or default could not reasonably be expected to have a valid and legally binding instrument of such Standby Purchaser, enforceable against such Standby Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity principles. Material Adverse Effect; (iii) Such Standby Purchaser is not insolvent and has sufficient cash result in or require the creation or imposition of any Lien upon any of the properties or assets of the Borrower or any of its Subsidiaries (other than any Liens created under any of the Credit Documents in favor of Collateral Agent, on hand to purchase behalf of the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with Secured Parties); or prior to the execution and delivery of this Agreement, provided the Representatives with evidence or substantiation that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation is a true and accurate representation of such means. (iv) Such Standby Purchaser has not entered into unless otherwise obtained, require any contractsapproval of stockholders, arrangements, understandings members or relationships (legal partners or otherwise) with person any approval or persons (other than FBS) with respect to the securities consent of any Person under any Contractual Obligation of the Company, including, but not limited to, transfer Borrower or voting of any of the securitiesits Subsidiaries, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxies. (v) If such Standby Purchaser is an entity, the execution and delivery of this Agreement, the consummation by the Standby Purchaser of the transactions contemplated hereby and the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers except for any liability arising from such Standby Purchaser’s breach approval or consent the failure of which to obtain could not reasonably be expected to have a Material Adverse Effect; (c) each of the representations and warranties made under contained in Section 4 of the Credit Agreement is true and correct in all material respects as of the Amendment No. 17 Effective Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality shall be true and correct in all respects); and (d) no Default or Event of Default exists, or will result from the execution of this Section 6(B)Amendment.

Representation and Warranties. A. FBS By its execution of this Amendment, each Credit Party party hereto hereby represents and warrants to the Standby Purchasers that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS that: (ia) If this Amendment has been duly authorized, executed and delivered by it and constitutes a legal, valid and binding obligation of each Credit Party party hereto, enforceable against such Standby Purchaser is an entityCredit Party in accordance with its terms, except as such Standby Purchaser is a Delaware corporationenforceability may be limited by bankruptcy, was duly formed insolvency, reorganization, receivership, moratorium or other Laws affecting creditors’ rights generally and is validly existing and in good standing under the laws by general principles of its state of formation, with the power and authority to perform its obligations under this Agreement.equity; (iib) If such Standby Purchaser is an entity, the execution, delivery and performance by each Credit Party party hereto of this Agreement by such Standby Purchaser Amendment do not and the consummation by such Standby Purchaser will not (i) violate (A) any provision of any Applicable Law, (B) any of the transactions contemplated hereby have been duly authorized by all necessary action Organizational Documents of the Standby Purchaser. Regardless Borrower or any of whether its Subsidiaries, or (C) any order, judgment or decree of any court or other agency of government binding on the Borrower or any of its Subsidiaries, except with respect to clauses (A) and (C) to the extent that such Standby Purchaser is an entity violation could not reasonably be expected to have a Material Adverse Effect; (ii) conflict with, result in a breach of or natural personconstitute (with due notice or lapse of time or both) a default under any Contractual Obligation of the Borrower or any of its Subsidiaries, this Agreementexcept to the extent that such conflict, when duly executed and delivered by FBS, will constitute breach or default could not reasonably be expected to have a valid and legally binding instrument of such Standby Purchaser, enforceable against such Standby Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity principles. Material Adverse Effect; (iii) Such Standby Purchaser is not insolvent and has sufficient cash result in or require the creation or imposition of any Lien upon any of the properties or assets of the Borrower or any of its Subsidiaries (other than any Liens created under any of the Credit Documents in favor of Collateral Agent, on hand to purchase behalf of the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with Secured Parties); or prior to the execution and delivery of this Agreement, provided the Representatives with evidence or substantiation that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation is a true and accurate representation of such means. (iv) Such Standby Purchaser has not entered into require any contractsapproval of stockholders, arrangements, understandings members or relationships (legal partners or otherwise) with person any approval or persons (other than FBS) with respect to the securities consent of any Person under any Contractual Obligation of the Company, including, but not limited to, transfer Borrower or voting of any of its Subsidiaries, except for any such approval or consent the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees failure of profits, division of profits or loss, or the giving or withholding or proxies.which to obtain could not reasonably be expected to have a Material Adverse Effect; (vc) If such Standby Purchaser is an entity, the execution and delivery of this Agreement, the consummation by the Standby Purchaser of the transactions contemplated hereby and the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties made under contained in Article 4 of the Credit Agreement is true and correct in all material respects as of the Amendment Effective Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality shall be true and correct in all respects); and (d) no Default or Event of Default exists, or will result from the execution of this Section 6(B)Amendment.

Representation and Warranties. A. FBS Guarantor hereby represents and warrants to the Standby Purchasers that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS Lender that: (i) 7.1 Guarantor has a financial interest in Borrower, and Guarantor will receive a material benefit and advantage from the issuance of the Taxable Note. 7.2 If such Standby Purchaser not a natural Person, Guarantor is an entityduly organized, such Standby Purchaser is a Delaware corporation, was duly formed and is validly existing and in good standing under the laws of its the state of formationits formation or existence, and is in compliance with legal requirements applicable to doing business in the power and authority to perform its obligations under this AgreementState. (ii) If such Standby Purchaser is an entity, the 7.3 The execution, delivery and performance of this Agreement by such Standby Purchaser and the consummation by such Standby Purchaser Guarantor of the transactions contemplated hereby have been Loan Documents: (a) are duly authorized by all necessary action and do not require the consent or approval of any other party or governmental authority which has not been obtained; and (b) will not violate any law or result in the Standby Purchaserimposition of any Lien upon Guarantor’s assets. Regardless of whether such Standby Purchaser is an entity or natural personThis Guaranty constitutes the legal, this Agreement, when duly executed and delivered by FBS, will constitute a valid and legally binding instrument obligations of such Standby PurchaserGuarantor, enforceable against such Standby Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws generally affecting the enforcement of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity principlesrights. (iiia) Such Standby Purchaser The financial statements delivered by Guarantor are true and correct with no significant change since the date of preparation. Except as disclosed in such financial statements, there are no liabilities (fixed or contingent) affecting Guarantor. Except as disclosed in such financial statements, there is no litigation, administrative proceeding, investigation or other legal action (including any proceeding under any state or federal bankruptcy or insolvency law) pending or, to the knowledge of Guarantor, threatened, against Guarantor, Borrower, the Land, the Leased Premises, or any other party to the Loan Documents or any other guarantor of the Taxable Note which if adversely determined could have a material adverse effect on such Person or any part the Loan Documents. (b) Guarantor is not insolvent contemplating either the filing of a petition by it/him/her under state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of its/his/her assets or property, and Guarantor has sufficient cash knowledge of any Person contemplating the filing of any such petition against it/him/her. 7.5 Guarantor is not a party to any agreement or instrument or subject to any court order, injunction, permit, or restriction which might adversely affect Guarantor. Guarantor is not in violation of any agreement which violation would have an adverse effect on hand Guarantor or on Guarantor’s business, properties, or assets, operations or condition, financial or otherwise. 7.6 Guarantor has all requisite licenses, permits, franchises, qualifications, certificates of occupancy or other governmental authorizations to own, lease and operate its assets and carry on its business. 7.7 Guarantor has filed (or have obtained effective extensions for filing) all federal, state and local tax returns required to be filed and have paid or made adequate provision for the payment of all federal, state and local taxes, charges and assessments payable by Guarantor. 7.8 Giving effect to this Guaranty and the Indenture, the fair saleable value of Guarantor’s assets exceeds and will, immediately following the purchase of the Maximum Standby Purchase Commitment Taxable Note, exceed Guarantor’s total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Shares Guarantor’s assets is and will, immediately following the purchase of the Taxable Note, be greater than Guarantor’s probable liabilities, including the maximum amount of its contingent liabilities on the terms its Debts as such Debts become absolute and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser hasmatured, simultaneously with or prior to Guarantor’s assets do not and, immediately following the execution and delivery of this AgreementGuaranty and the purchase of the Taxable Note will not, provided constitute unreasonably small capital to carry out its/his business as conducted or as proposed to be conducted. Guarantor does not intend to, and does not believe that it will, incur Debts and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such Debts as they mature (taking into account the Representatives timing and amounts of cash to be received by Guarantor and the amounts to be payable on or in respect of obligations of Guarantor). 7.9 The financial statements of Guarantor delivered to purchasers prior to the issuance of the Taxable Note are true and correct, have been prepared in accordance with evidence or substantiation that such Standby Purchaser has GAAP and fairly present the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation is a true and accurate representation condition of Guarantor as of the respective dates of such meansstatements. This Guaranty and all financial statements, budgets, schedules, opinions, certificates, confirmations, statements, applications, affidavits, reports, agreements and other materials submitted to the purchasers of the Taxable Note in connection with or in furtherance of this Guaranty by or on behalf of Guarantor fully and fairly state the matters with which they purport to deal, and neither misstate any material fact nor, separately or in the aggregate, fail to state any material fact necessary to make the statements made not misleading. 7.10 Guarantor has derived or expects to derive a substantial financial benefit from the purchase of the Taxable Note, and from each and every renewal, extension, further advance or other extension of credit, or release of collateral or other relinquishment of legal rights made or granted or to be made or granted by Lender to Borrower in connection with the Taxable Note (iv) Such Standby Purchaser any such action to be in Lender’s sole and absolute discretion), and such financial benefit is reasonably worth at least as much as the liability of Guarantor hereunder. 7.11 Guarantor has read and is fully familiar with all of the provisions of the Note, the Taxable Note, the Indenture and the other Loan Documents. 7.12 Guarantor is fully familiar with the financial condition of each Borrower and with the value of the collateral for the Taxable Note; notwithstanding the foregoing, in executing and delivering this Guaranty, Guarantor is not entered into relying upon such financial condition or value or upon any contractsrepresentation, arrangementsstatement or information with respect thereto furnished to Guarantor by Borrower, understandings any other guarantor of the Taxable Note or relationships (legal or otherwise) with any other person or persons (other than FBS) with respect to the securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxiesentity. (v) If such Standby Purchaser is an entity, the execution and delivery of this Agreement, the consummation by the Standby Purchaser of the transactions contemplated hereby and the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties made under this Section 6(B).

Representation and Warranties. A. FBS represents Without prejudice or limitation to any representations, warranties and covenants of the Issuer in the Trust Deed, the Issuer represents, warrants and covenants to the Standby Purchasers that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS Trustee that: (i) If such Standby Purchaser is an entity, such Standby Purchaser is a Delaware corporation, was duly formed and is validly existing and in good standing under a. the laws of its state of formation, with the Issuer has full power and authority to perform its obligations under enter into this Agreement. (ii) If such Standby Purchaser is an entity, the execution, delivery and performance of this Security Agreement by such Standby Purchaser and the consummation by such Standby Purchaser of the transactions contemplated hereby have been duly authorized by all necessary action of the Standby Purchaser. Regardless of whether such Standby Purchaser is an entity or natural person, this Agreement, when duly executed and delivered by FBS, will constitute a valid and legally binding instrument of such Standby Purchaser, enforceable against such Standby Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity principles.create the security interests constituted by this Security Agreement; b. the Issuer has taken all action required to be taken, fulfilled and done (iiiincluding the obtaining of any necessary consents) Such Standby Purchaser is not insolvent and has sufficient cash on hand in order: i. to purchase authorise the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser hasentry into, simultaneously with or prior to the execution performance and delivery of this Security Agreement; ii. to ensure that the obligations expressed to be assumed by it in this Security Agreement are legal, provided valid, binding and enforceable subject, as to enforcement, to (1) the Representatives with evidence effect of bankruptcy, examinership, insolvency or substantiation that such Standby Purchaser has VLPLODU ODZV DIIHFWLQJ JHQHUDOO\ WKH HQ laws would apply in the financial means event of any bankruptcy, examinership, receivership, insolvency or similar event applicable to satisfy its financial obligations under this Agreement. The foregoing evidence the Issuer; and substantiation is a true and accurate representation (2) general equitable principles (whether enforceability of such means.principles is considered in a proceeding at law or in equity); (iv) Such Standby Purchaser c. the Issuer has good, marketable and indefeasible title to the Collateral, has not entered into made any contractsprior sale, arrangementspledge, understandings encumbrance, assignment or relationships (legal or otherwise) with person or persons (other than FBS) with respect to the securities of the Company, including, but not limited to, transfer or voting disposition of any of the securitiesCollateral, finder’s feesand the Collateral is free from all encumbrances and rights of setoff of any kind except the lien in favor of the Trustee created by this Security Agreement and the Trust Deed and any lien in favor of the Margin Loan Provider pursuant to the Margin Account Agreement; d. H[FHSW DV KHUHLQ SURYLGHG WKH ,VVXHr wUri tteZn LOO QR consent sell, joint venturestransfer or otherwise dispose of any assets that form part of the Collateral or any other part of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, loan security interest or option arrangements, puts or calls, guarantees other encumbrance over such Collateral (to the extent it relates to the Issuer) except in accordance with the Conditions of profits, division the Relevant Series and the Programme Documents; e. without prejudice to any specific requirements in the Trust Deed for the delivery of profits or loss, or the giving or withholding or proxies. (v) If such Standby Purchaser is an entitydocuments, the execution Issuer will promptly deliver to the Trustee all documents relating to the Collateral which the Trustee, from time to time, requires; and f. the Issuer shall promptly provide the Trustee with all information and delivery of this Agreement, other documentation which it may request in relation to the consummation by the Standby Purchaser of the transactions contemplated hereby and the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties made under this Section 6(B)Collateral.

Representation and Warranties. A. FBS To induce LaSalle and Bank One to enter into this Amendment, the Company hereby represents and warrants to the Standby Purchasers that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, LaSalle and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS Bank One that: (ia) If such Standby Purchaser is an entitySince April 30, such Standby Purchaser is 2003, there has been no development or event, which has had or could reasonably be expected to have a Delaware corporation, was duly formed and is validly existing and in good standing under material adverse effect on the laws Company’s business or financial condition. No Event of its state of formation, with the power and authority Default or Unmatured Event will occur after giving effect to perform its obligations under this AgreementAmendment. (iib) If such Standby Purchaser is an entityThe Company has the corporate power and authority, the execution, delivery and performance of this Agreement by such Standby Purchaser and the consummation by such Standby Purchaser of the transactions contemplated hereby have been duly authorized by all necessary action of the Standby Purchaser. Regardless of whether such Standby Purchaser is an entity legal right, to make and deliver this Amendment and each other instrument, document or natural person, this Agreement, when duly agreement to be executed and delivered by FBSit pursuant hereto, will constitute a valid and legally binding instrument of such Standby Purchaser, enforceable against such Standby Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity principles. (iii) Such Standby Purchaser is not insolvent perform all of its obligations hereunder and thereunder, and under the Credit Agreement as amended by this Amendment, and the Company has sufficient cash on hand taken all necessary corporate action to purchase the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with or prior to authorize the execution and delivery of this AgreementAmendment and each other instrument, provided the Representatives with evidence document or substantiation that such Standby Purchaser has the financial means agreement to satisfy its financial obligations under this Agreement. The foregoing evidence be executed and substantiation is a true and accurate representation of such meansdelivered by it pursuant hereto. (ivc) Such Standby Purchaser has not entered into any contractsWhen executed and delivered, arrangementsthis Amendment and each other instrument, understandings document or relationships (legal or otherwise) with person or persons (other than FBS) with respect agreement to be executed and delivered by the securities Company pursuant hereto, and the Credit Agreement as amended by this Amendment, will constitute legal, valid and binding obligations of the Company, includingenforceable in accordance with their respective terms, but not limited toexcept as enforceability may be affected by bankruptcy, transfer insolvency, reorganization, moratorium and other similar laws relating to or voting affecting the enforcement of any of the securitiescreditors’ rights generally, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxiesand by general equitable principles. (vd) If such Standby Purchaser is an entityNo Unmatured Event or Event of Default exists, taking into account the execution and delivery of changes to the Credit Agreement contemplated by this Agreement, the consummation by the Standby Purchaser of the transactions contemplated hereby and the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser onlyAmendment, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties made under by the Company and the Continuing Guarantors in the Loan Documents to which each is a party are true and correct in all material respects on and as of the date hereof, after giving effect to the effectiveness of this Section 6(B)Amendment and each other instrument, document or agreement to be executed and delivered by any of them pursuant thereto, as if made on and as of this date, other than those that relate to an earlier or specific date.

Representation and Warranties. A. FBS To induce the Administrative Agent and the Lenders to enter into this Amendment, the Borrower hereby represents and warrants to the Standby Purchasers that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, Administrative Agent and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS each Lender that: (i) If As of the First Amendment Effective Date, and after giving effect to this Amendment, each of the representations and warranties made by the Borrower in or pursuant to the Credit Documents is true and correct in all material respects as if made on and as of such Standby Purchaser date (it being understood and agreed that any representation or warranty that by its terms is an entitymade as of a specific date shall be required to be true and correct in all material respects only as of such specified date); provided, that any such Standby Purchaser representation and warranty that is a Delaware corporation, was duly formed qualified as to “materiality,” “Material Adverse Effect” or similar language is true and is validly existing and correct (after giving effect to any qualification therein) in good standing under the laws of its state of formation, with the power and authority to perform its obligations under this Agreementall respects on such respective dates. (ii) If such Standby Purchaser No Default or Event of Default has occurred and is an entitycontinuing immediately prior to and after giving effect to this Amendment. (iii) It (a) has the requisite corporate or limited partnership, as applicable, power and authority to execute, deliver and perform this Amendment and to incur the execution, delivery and performance of this obligations under the Credit Agreement by such Standby Purchaser and the consummation other Credit Documents as amended by such Standby Purchaser of the transactions contemplated hereby have this Amendment and (b) is duly authorized to, and has been duly authorized by all necessary action of the Standby Purchaser. Regardless of whether such Standby Purchaser is an entity corporate or natural personlimited partnership, as applicable, action, to execute, deliver and perform this Agreement, when Amendment. (iv) This Amendment has been duly executed and delivered by FBSand constitutes a legal, will constitute a valid and legally binding instrument obligation of such Standby Purchaser, the Borrower enforceable against such Standby Purchaser the Borrower in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and except as may be limited by bankruptcy or insolvency laws or similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to generally or by general equity equitable principles. (iiiv) Such Standby Purchaser is not insolvent and has sufficient cash on hand to purchase the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with or prior to Neither the execution and delivery of this Agreement, provided the Representatives with evidence or substantiation that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence Amendment and substantiation is a true and accurate representation of such means. (iv) Such Standby Purchaser has not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with person or persons (other than FBS) with respect to the securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxies. (v) If such Standby Purchaser is an entity, the execution and delivery of this Agreement, the consummation by the Standby Purchaser of the transactions contemplated hereby herein, nor the performance of and the compliance by the Standby Purchaser, with the terms hereofand provisions hereof by the Borrower will (a) violate or conflict with any provision of its certificate of limited partnership or agreement of limited partnership (b) violate, do not violate contravene or materially conflict with any law, regulation (including without limitation, Regulation U or Regulation X), order, writ, judgment, injunction, decree or permit applicable to it, (c) violate, contravene or materially conflict with contractual provisions of, or cause an event of default under, any indenture, loan agreement, mortgage, deed of trust, contract or other agreement or instrument to which it is a party or by which it may be bound, the organizational documents violation of which could have a Material Adverse Effect or (d) result in or require the Standby Purchaser. For the avoidance creation of doubt, each representation any Lien upon or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as with respect to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties made under this Section 6(B)its properties.

Representation and Warranties. A. FBS Tenant represents and warrants to that (a) Tenant is the Standby Purchasers rightful owner of all of the Tenant's interest in the Premises and the Lease and that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS that: (i) If such Standby Purchaser is an entity, such Standby Purchaser is a Delaware corporation, was duly formed and is validly existing and in good standing under the laws of its state of formation, with the Tenant has full power and authority to execute and perform its obligations under this Agreement. (ii) If such Standby Purchaser is an entity, Relocation Amendment and has taken all action necessary to authorize the execution, delivery execution and performance of this Agreement Relocation Amendment, which such power and authority is further evidenced by such Standby Purchaser Tenant's delivery to Landlord of a duly authorized resolution of its Board of Directors (and incumbency certificate) as set forth in the form of Exhibit B attached hereto and made a part hereof; (b) Tenant has not made any disposition, assignment, lease, or conveyance of the Premises and the consummation by such Standby Purchaser Lease or Tenant's interest therein or any claim, demand, obligation, liability, action or cause of action arising from the transactions contemplated hereby Lease; (c) no other person or entity has an interest in the Premises and the Lease, collateral or otherwise; (d) there are no outstanding contracts for the supply of labor or material, and no work has been done or is being done in, to or about the Premises which has not been fully paid for and for which appropriate waivers of mechanic's liens have not been duly authorized by all necessary action of obtained; (e) the Standby Purchaser. Regardless of whether such Standby Purchaser Lease is an entity or natural personvalid, this Agreement, when duly executed binding and delivered by FBS, will constitute a valid and legally binding instrument of such Standby Purchaser, enforceable against such Standby Purchaser in accordance with its terms, subject and Tenant's ratification of the Lease by this Relocation Amendment is further evidenced by Tenant's delivery to bankruptcyLandlord of the duly authorized resolution of its Board of Directors (and incumbency certificate) as set forth in the form of Exhibit B; (f) to the best of its knowledge, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity principles. (iii) Such Standby Purchaser Landlord is not insolvent and has sufficient cash on hand to purchase the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with or prior to the execution and delivery of this Agreement, provided the Representatives with evidence or substantiation that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation is a true and accurate representation of such means. (iv) Such Standby Purchaser has not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with person or persons (other than FBS) with respect to the securities of the Company, including, but not limited to, transfer or voting default of any of its obligations under the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or Lease; and (g) Tenant is not currently subject to the giving or withholding or proxies. (v) If such Standby Purchaser is an entity, the execution and delivery of this Agreement, the consummation by the Standby Purchaser provisions of the transactions contemplated hereby and the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents United States Bankruptcy Code or other laws of the Standby Purchaser. For United States or any state thereof for the avoidance protection of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties made under this Section 6(B)debtors.

Representation and Warranties. A. FBS To induce the Buyer to enter into this Agreement, the Seller represents and warrants to the Standby Purchasers that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS Buyer that: (ia) If such Standby Purchaser The Seller is an entityduly authorized to execute, such Standby Purchaser is a Delaware corporation, was duly formed deliver and is validly existing and in good standing under the laws of its state of formation, with the power and authority to perform its obligations under this Agreement. (ii) If such Standby Purchaser is an entity, each of the Sale and Leaseback Documents and all corporate action required on its part for the due execution, delivery and performance of this Agreement the transactions contemplated herein and therein has been duly and effectively taken. (b) The execution, delivery and performance by such Standby Purchaser the Seller of each of the Sale and Leaseback Documents and the consummation of the transactions contemplated herein 63 and therein does not and will not violate any provision of, or result in a default under, the Seller's Articles or Certificates of Incorporation or By-laws or any indenture or agreement to which the Seller is a party or to which its assets are bound or any order, permit, law, statute, code, ordinance, rule, regulation, certificate or any other requirement of any governmental authority or regulatory body to which the Seller is subject, or result in the creation or imposition of any mortgage, deed of trust, pledge, security interest, lien or encumbrance of any kind upon or with respect to the Equipment or any proceeds thereof, other than those in favor of the Buyer as contemplated by the Sale and Leaseback Documents. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution. delivery and performance by the Seller of any of the Sale and Leaseback Documents to which it is a party. (d) Each Sale and Leaseback Document to which the Seller is a party constitutes or will constitute, when delivered hereunder, the legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its respective terms, except as such Standby Purchaser enforceability may be (i) limited by the effect of applicable bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally or (ii) subject to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding at equity or at law). (e) There are no actions, suits, or proceedings pending, threatened against or affecting the Seller which seek to enjoin, prohibit or restrain the consummation of any of the transactions contemplated hereby have been duly authorized or by all necessary action of the Standby Purchaser. Regardless of whether such Standby Purchaser is an entity or natural person, this Agreement, when duly executed other Sale and delivered by FBS, will constitute a valid and legally binding instrument of such Standby Purchaser, enforceable against such Standby Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity principlesLeaseback Documents. (iiif) Such Standby Purchaser Each item of Equipment is not insolvent owned by the Seller free and has sufficient cash on hand clear of any liens and encumbrances of any kind or description. Upon purchase of the Equipment hereunder, the Buyer will acquire good and marketable title in and to purchase the Maximum Standby Purchase Commitment Equipment. All representations and warranties herein shall survive the execution of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with or prior to the execution and delivery of this Agreement, provided the Representatives with evidence or substantiation that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation is a true and accurate representation of such means. (iv) Such Standby Purchaser has not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with person or persons (other than FBS) with respect to the securities purchase of the Company, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxiesEquipment. (v) If such Standby Purchaser is an entity, the execution and delivery of this Agreement, the consummation by the Standby Purchaser of the transactions contemplated hereby and the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties made under this Section 6(B).

Representation and Warranties. A. FBS Holdings represents and warrants that Schedule 1 contains a complete and correct list of all the trademark registrations and trademark applications, copyright registrations and copyright applications and patents and patent applications, respectively, if any, (I) owned by the Holdings or (ii) licensed to or by Holdings. Holdings additionally represents and warrants to the Standby Purchasers that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS that: (i) If such Standby Purchaser is an entity, such Standby Purchaser is a Delaware corporation, was duly formed and is validly existing and in good standing under the laws best of its state knowledge that except as set forth in SCHEDULE 1, there is no currently pending patent application on which any agent or employee of formationHoldings is listed as an inventor. Except as set forth in SCHEDULE 1, with the power Holdings owns free and clear of all liens all right, title and interest in, or has full right and authority to perform its obligations under this Agreement. use, all Collateral necessary or desirable for the conduct of their businesses as currently conducted, as previously conducted or as currently proposed to be conducted. Except as set forth in SCHEDULE 1, no claim by any other person or entity (ii"PERSON") If such Standby Purchaser contesting the validity or ownership of any Collateral has been made, is an entitycurrently outstanding or is threatened and neither Holdings nor any executive thereof has received any notice of, or is aware of any fact which would indicate a likelihood of, any infringement or misappropriation upon, or conflict with, any other Person's intellectual property. Except as set forth in the executionSCHEDULE 1, delivery none of the Collateral infringes or misappropriates upon, or conflicts with, any intellectual property of any Person, and performance no infringement, misappropriation or conflict will occur as a result of the continued operation of the businesses as now conducted as currently proposed to be conducted. The transactions contemplated by this Agreement by such Standby Purchaser and the consummation by such Standby Purchaser will have no adverse effect on any of the transactions contemplated hereby have been duly authorized by all necessary action of the Standby Purchaser. Regardless of whether such Standby Purchaser is an entity or natural person, this Agreement, when duly executed and delivered by FBS, will constitute a valid and legally binding instrument of such Standby Purchaser, enforceable against such Standby Purchaser Holdings's rights in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity principles. (iii) Such Standby Purchaser is the Collateral. Holdings further agrees that it will at its expense, at the Lender's request, defend the Lender's and Holdings's respective interests in the Collateral from any and all claims and demands of any other person and that it will not insolvent grant, create or permit to exist any lien upon or security interest in the Collateral in favor of any other person except liens permitted by the Loan Agreement; provided, however, that prior to the occurrence of an Event of Default and has sufficient cash on hand to purchase until the Maximum Standby Purchase Commitment expiration of Shares on the terms and conditions any applicable grace or cure period, nothing contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with or prior shall affect Holdings's right to the execution and delivery of this Agreement, provided the Representatives with evidence or substantiation that such Standby Purchaser has the financial means grant non-exclusive licenses to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation is a true and accurate representation of such means. (iv) Such Standby Purchaser has not entered into third parties to use any contracts, arrangements, understandings or relationships (legal or otherwise) with person or persons (other than FBS) with respect to the securities portion of the Company, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxiesCollateral. (v) If such Standby Purchaser is an entity, the execution and delivery of this Agreement, the consummation by the Standby Purchaser of the transactions contemplated hereby and the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties made under this Section 6(B).

Representation and Warranties. A. FBS represents (a) The Seller hereby makes the following representations and warrants warranties to the Standby Purchasers that FBS will only sell Shares Agent and the Investors as of the Closing Date and as of each subsequent Funding Date and the Investors and the Agent shall be deemed to have relied on such representations and warranties in purchasing the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at Purchased Note on the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, Closing Date and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS thatmaking any Incremental Fundings on any Funding Date: (i) If the Seller repeats and reaffirms that the representations and warranties of the Seller set forth in Section 2.05 and Section 3.01 the Pooling Agreement and represents and warrants that such Standby Purchaser is an entity, such Standby Purchaser is a Delaware corporation, was duly formed representations and is validly existing warranties are true and in good standing under the laws of its state of formation, with the power and authority to perform its obligations under this Agreement.correct; (ii) If each of the Transaction Documents executed by the Seller has been duly authorized, executed and delivered by the Seller, and is the valid and legally binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except that the enforcement thereof may be subject to (x) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (y) general principles of equity and the discretion of the court before which any proceeding therefor may be brought; (iii) the Purchased Note has been duly and validly authorized, and, when executed and authenticated in accordance with the terms of the Indenture, and delivered to and paid for in accordance with this Agreement, will be duly and validly issued and outstanding and will be entitled to the benefits of the Indenture, except that the enforcement thereof may be subject to (x) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (y) general principles of equity and the discretion of the court before which any proceeding therefor may be brought; (iv) there is no pending or, to the Seller’s knowledge, threatened action, suit or proceeding by or against the Seller before any Governmental Authority or any arbitrator (w) asserting the invalidity of this Agreement, any other Transaction Document or the Purchased Note, (x) seeking to prevent the issuance of the Purchased Note or the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document, (y) that might materially and adversely affect the performance by the Seller or the Trust of its obligations under, or the validity or enforceability of, this Agreement, any other Transaction Document or the Purchased Note or (z) that if determined adversely as to the Seller or the Trust would have a Material Adverse Effect; (v) except for those caused by the failure of NFC and its affiliates to deliver its financial statements and related financial information for the fiscal years ended October 31, 2005, October 31, 2006 and October 31, 2007, or for the fiscal quarters ended January 31, April 30 and July 31 of 2006, the fiscal quarters ended January 31, April 30 and July 31 of 2007 or the fiscal quarters ended January 31, April 30 and July 31 of 2008, in each case, prior to the earliest of (1) November 30, 2008, (2) five (5) Business Days after the filing thereof with the Commission and (3) the date on which such Standby Purchaser financial statements are (or any of them is) required to be delivered pursuant to the Credit Agreement, the Seller (x) is an entitynot in violation of its Certificate of Incorporation or By-Laws and (y) is not in breach or violation of any of the terms or provisions of, or with the giving of notice or lapse of time, or both, would be in default under, any contract, indenture, mortgage, deed of trust, loan agreement, note, lease, partnership agreement, or other agreement or instrument to which the Seller is a party or by which it may be bound or to which any of its properties or assets may be subject, except for such violations or defaults that would not have a Material Adverse Effect; (vi) any taxes, fees and other charges of Governmental Authorities applicable to the Seller in connection with the execution, delivery and performance of this Agreement by such Standby Purchaser and the consummation by such Standby Purchaser Seller of the transactions contemplated hereby Transaction Documents or otherwise applicable to the Seller in connection with the Trust have been duly authorized paid or will be paid by all necessary action of the Standby Purchaser. Regardless of whether such Standby Purchaser is an entity or natural person, this Agreement, when duly executed and delivered by FBS, will constitute a valid and legally binding instrument of such Standby Purchaser, enforceable against such Standby Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity principles. (iii) Such Standby Purchaser is not insolvent and has sufficient cash on hand to purchase the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with Seller at or prior to the execution Closing Date or any subsequent Funding Date, as applicable, to the extent then due, except for any such failures to pay which, individually and delivery of this Agreementin the aggregate, provided the Representatives with evidence or substantiation that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation is would not have a true and accurate representation of such means.Material Adverse Effect; (ivvii) Such Standby Purchaser the Trust has not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with person or persons (other than FBS) with respect to been duly created and is validly existing under the securities laws of the CompanyState of Delaware and the Seller has authorized the Trust to issue and sell the Purchased Note; (viii) on the date hereof and on each subsequent Funding Date, including, but the Seller is not limited to, transfer insolvent or voting the subject of any voluntary or involuntary bankruptcy proceeding; (ix) no proceeds of a purchase hereunder will be used by the Seller (x) for a purpose that violates or would be inconsistent with Regulations T, U or X promulgated by the Board of Governors of the securitiesFederal Reserve System from time to time or (y) to acquire any security in any transaction in violation of Section 13 or 14 of the Securities Exchange Act of 1934, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxies.as amended; (vx) If such Standby Purchaser is an entity, assuming the execution and delivery of this Agreement, the consummation by the Standby Purchaser of the transactions contemplated hereby and the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach accuracy of the representations and warranties made of the Investors set forth herein, the sale of the Purchased Note pursuant to the terms of this Agreement and the Indenture will not require registration of the Purchased Note under the Act; (xi) neither the Trust nor the Seller is an “investment company” or is controlled by an “investment company” within the meaning of the Investment Company Act of 1940, as amended; (xii) no written information furnished or to be furnished by the Seller or any of its Affiliates, agents or representatives to the Investors or the Agent for purposes of or in connection with this Agreement, including, without limitation, any reports delivered pursuant to Section 6(B).5.02 and any information relating to the Receivables and NFC’s retail receivables financing business, is or shall be inaccurate in any material respect, or contains or shall contain any material misstatement of fact, or omits or shall omit to state a material fact or any fact necessary to make the statements contained therein not misleading, in each case as of the date such information was or shall be stated or certified and as of the date such information was delivered by the Seller or any of its Affiliates, agents or representatives to the Investors or the Agent; (xiii) the Indenture is not required to be qualified under the Trust Indenture Act;

Representation and Warranties. A. FBS The Subcontractor represents and warrants that: it is validly incorporated, organised and subsisting in accordance with the Law of its place of incorporation; it has full capacity and authority to enter into and perform this Agreement; this Agreement is executed by its duly authorised representative; it has all necessary consents and regulatory approvals, including in the Standby Purchasers that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser onlycountry of performance, to FBS that: (i) If such Standby Purchaser is an entityenter into this Agreement; there are no actions, such Standby Purchaser is a Delaware corporationsuits or proceedings or regulatory investigations before any court or administrative body or arbitration tribunal pending or, was duly formed and is validly existing and in good standing under the laws to its knowledge, threatened against it or any of its state of formation, with the power and authority Affiliates that might affect its ability to perform its obligations under this Agreement. (ii) If such Standby Purchaser is an entity, the ; its execution, delivery and performance of its obligations under this Agreement by such Standby Purchaser and the consummation by such Standby Purchaser of the transactions contemplated hereby have been duly authorized by all necessary action of the Standby Purchaser. Regardless of whether such Standby Purchaser is an entity or natural person, this Agreement, when duly executed and delivered by FBS, will not constitute a breach of any Law or obligation applicable to it and will not cause or result in a default under any agreement by which it is bound; its obligations under this Agreement constitute its legal, valid and legally binding instrument of such Standby Purchaserobligations, enforceable against such Standby Purchaser in accordance with its terms, their respective terms subject to applicable bankruptcy, reorganisation, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws of general applicability now or hereinafter in effect relating to or Laws affecting creditors’ rights generally and subject , as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity principles. (iii) Such Standby Purchaser or law); it is not insolvent subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under this Agreement; and no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Subcontractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Subcontractor’s assets or revenue. If at any time the Subcontractor becomes aware that a representation or warranty given by it under this Clause 4 has been breached, is untrue or misleading, it shall immediately notify Sightsavers of the relevant occurrence in sufficient cash on hand detail to purchase enable Sightsavers to make an accurate assessment of the Maximum Standby Purchase Commitment of Shares on situation. The Subcontractor undertakes to: provide the terms Services and conditions contained in perform all other obligations under this Agreement and will have such funds on in accordance with the Closing Date. Such Standby Purchaser has, simultaneously with or prior to the execution and delivery DFID Supply Partner Code of Conduct; immediately upon signing this Agreement, provide to Sightsavers: (i) a signed copy of the Partner Compliance Declaration; and (ii) the Compliance Declaration Supporting Documents; comply with all reasonable requirements of DFID and/or Sightsavers provided that any requirements which involve a change in the Representatives nature or specification of the Services which has a material impact on the cost of providing the Services shall require the consent of the Subcontractor (such consent not to be unreasonably withheld or delayed); provide the Services in accordance with evidence Good Industry Practice; provide the Services in compliance with all Regulations and in a manner, which enables DFID and/or Sightsavers to comply with all Regulations; operate in accordance with the highest standards and not to do anything that could bring Sightsavers, its name, or substantiation that such Standby Purchaser reputation, or the Intellectual Property Rights into disrepute; and respond promptly to all correspondence from Sightsavers and deal promptly with all requests from Sightsavers. Time for performance of the Services shall be of the essence. The Subcontractor shall promptly notify Sightsavers as soon as it becomes aware of any event or circumstance which has or may have a material adverse impact upon the financial means to satisfy Subcontractor’s performance of the Services or compliance with its financial obligations under this Agreement. The foregoing evidence Subcontractor shall promptly provide all information and substantiation is a true and accurate representation of co-operation reasonably required by Sightsavers in relation to such means. (iv) Such Standby Purchaser has event or circumstance. The Subcontractor shall not entered into obtain, receive or otherwise procure or attempt to obtain, receive or otherwise procure any contractsPayment, arrangements, understandings commission or relationships (legal other financial benefit from any third party in connection with the Services or otherwise) . The Subcontractor and the Subcontractor Personnel shall notify Sightsavers immediately of any actual or potential conflict of interest in relation to any of their obligations in relation to this Agreement or the DFID Contract together with person or persons (other than FBS) recommendations as to how the conflict can be avoided. In performing its obligations under the Agreement, the Sub-Contractor shall: comply with respect all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to the securities of the Company, including, time in force including but not limited toto the Modern Slavery ▇▇▇ ▇▇▇▇; not engage in any activity, transfer practice or voting conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK; include in contracts with Third-Party sub-contractors and suppliers’ provisions which are at least as onerous as those set out in this Clause 5; notify Sightsavers as soon as it becomes aware of any actual or suspected slavery or human trafficking in a supply chain which has a connection with the Agreement; maintain a complete set of records to trace the securitiessupply chain of all services provided to Sightsavers in connection with the Agreement; and permit Sightsavers and its third-party representatives to inspect the Sub-Contractor’s premises, finderrecords, and to meet the Sub-Contractor Personnel to audit the Sub-Contractor’s feescompliance with its obligations under this Clause 5. The Sub-Contractor represents and warrants that it has not been convicted of any offence involving slavery and human trafficking; nor has it been the subject of any investigation, joint ventures, loan inquiry or option arrangements, puts enforcement proceedings regarding any offence or calls, guarantees alleged offence of profits, division of profits or loss, or in connection with slavery and human trafficking. Sightsavers may terminate the Agreement with immediate effect by giving or withholding or proxies. (v) If such Standby Purchaser is an entity, written notice to the execution and delivery Sub-Contractor if the Sub-Contractor commits a breach of this Agreement, the consummation by the Standby Purchaser of the transactions contemplated hereby and the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties made under this Section 6(B)Clause 5.

Representation and Warranties. A. FBS Each Borrower represents and warrants to as follows as of the Standby Purchasers that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS thatdate hereof: (ia) If such Standby Purchaser is an entity, such Standby Purchaser is a Delaware corporation, was duly formed and is validly existing and in good standing under the laws of its state of formation, with the power and authority to perform its obligations under this Agreement. (ii) If such Standby Purchaser is an entity, the The execution, delivery and performance of this Agreement by such Standby Purchaser and the consummation by such Standby Purchaser of the transactions contemplated hereby Amendment have been duly authorized by all necessary action on the part of each Borrower. The execution, delivery and performance by each Borrower of this Amendment does not and will not (a) violate (i) any provision of any law or any governmental rule or regulation applicable to Holdings or any of its Subsidiaries in any material respect, (ii) any of the Standby PurchaserOrganizational Documents of Holdings or any of its Subsidiaries, or (iii) any material order, judgment or decree of any court or other agency of government binding on Holdings or any of its Subsidiaries; (b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Holdings or any of its Subsidiaries except to the extent such conflict, breach or default would not reasonably be expected to have a Material Adverse Effect; (c) result in or require the creation or imposition of any Lien upon any of the properties or assets of Holdings or any of its Subsidiaries (other than any Permitted Lien); or (d) require any approval of stockholders, members or partners or any approval or consent of any Person under any Contractual Obligation of Holdings or any of its Subsidiaries, except for such approvals or consents which will be obtained on or before the Amendment No. Regardless 1 Dollar Term Loan Effective Date and except for any such approvals or consents the failure of whether such Standby Purchaser is an entity or natural person, this Agreement, when which to obtain will not have a Material Adverse Effect. (b) This Amendment has been duly executed and delivered by FBS, will constitute each Borrower and constitutes a legally valid and legally binding instrument obligation of such Standby PurchaserBorrower, enforceable against such Standby Purchaser Borrower in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium except as may be limited by Debtor Relief Laws or by equitable principles and similar laws principles of general applicability now or hereinafter in effect good faith and fair dealing relating to or affecting creditors’ rights and to general equity principlesenforceability. (iiic) Such Standby Purchaser is not insolvent and has sufficient cash on hand to purchase Upon the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with or prior to the execution and delivery effectiveness of this AgreementAmendment and both before and immediately after giving effect to this Amendment and the making of the Term Loans as contemplated herein, provided the Representatives with evidence no Default or substantiation that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation is a true and accurate representation Event of such meansDefault exists. (ivd) Such Standby Purchaser has not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with person or persons (other than FBS) with respect to the securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxies. (v) If such Standby Purchaser is an entity, the execution and delivery of this Agreement, the consummation by the Standby Purchaser of the transactions contemplated hereby and the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach Each of the representations and warranties made under this of each Borrower and each other Credit Party contained in Section 6(B)4 of the Credit Agreement and in the other Credit Documents, in each case, is true and correct in all material respects on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof.

Representation and Warranties. A. FBS (a) Seller hereby represents and warrants to the Standby Purchasers Buyer that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS that: (ia) If such Standby Purchaser is an entity, such Standby Purchaser is a Delaware corporation, was duly formed and is validly existing and in good standing under the laws of its state of formation, with the it has full power and authority (including full corporate power and authority) to execute and deliver this Amendment and to perform its obligations under hereunder; (b) it need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any other person or entity (including any governmental authority) in order to execute an deliver this Agreement. Amendment or to consummate the transactions contemplated by this Amendment; (iic) If such Standby Purchaser is an entity, neither the execution, execution and delivery and performance of this Agreement by such Standby Purchaser and Amendment, nor the consummation by such Standby Purchaser of the transactions contemplated hereby have been duly authorized under this Amendment, will violate Seller’s charter documents, including bylaws, any statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction; and (d) this Amendment, upon its execution and delivery by Seller (assuming the due authorization, execution and delivery hereof by all necessary action of the Standby Purchaser. Regardless of whether such Standby Purchaser is an entity or natural person, this Agreement, when duly executed and delivered by FBSother Parties), will constitute a the legal, valid and legally binding instrument obligation of such Standby PurchaserSeller, enforceable against such Standby Purchaser Seller in accordance with its terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium insolvency and similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights generally and to by general principles of equity principles(regardless of whether such enforceability is considered in a proceeding in equity or at law). (iiib) Such Standby Purchaser is Buyer hereby represents and warrants that (a) it has full power and authority (including full corporate power and authority) to execute and deliver this Amendment and to perform its obligations hereunder; (b) it need not insolvent give any notice to, make any filing with, or obtain any authorization, consent, or approval of any other person or entity (including any governmental authority) in order to execute and has sufficient cash on hand deliver this Amendment or to purchase consummate the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in transactions contemplated by this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with or prior to Amendment; (c) neither the execution and delivery of this AgreementAmendment, provided nor the Representatives with evidence or substantiation that such Standby Purchaser has consummation of the financial means to satisfy its financial obligations transactions contemplated under this Agreement. The foregoing evidence Amendment, will violate Buyer’s charter documents, including bylaws, any statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction; (d) this Amendment, upon its execution and substantiation delivery by Buyer (assuming the due authorization, execution and delivery hereof by all other Parties), will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency and similar laws relating to creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a true proceeding in equity or at law); (e) it is the holder of record and accurate representation sole beneficial owner of such means. the Series F Shares and the Warrants, free of any claim, lien, pledge, security interest or other encumbrance; (ivf) Such Standby Purchaser MIE has not entered into any contractsa Borrowing Base Facility Agreement with Standard Bank (the “Lender”), arrangements, understandings or relationships which agreement provides for up to $150,000,000 in borrowings that is currently available to MIE (legal or otherwisethe “Facility Agreement”) with person or persons (other than FBS) with respect upon the terms and subject to the securities conditions of the CompanyFacility Agreement (the “Financing”); the Facility Agreement includes an amount of $20 million that, including, but not limited subject to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxies. (v) If such Standby Purchaser is an entityamongst other things, the execution of this Amendment in a form acceptable to the Lender, may be used by MIE to repay certain indebtedness owed to Buyer, and, immediately after such repayment of indebtedness, upon the terms and subject to the conditions of this Amendment, Buyer shall use such funds to pay the Payment Amount to Seller; prior to execution and delivery of this Amendment by Buyer and MIE, the Lender has confirmed in writing to MIE that (i) the form of this Amendment is acceptable to the Lender and (ii) the conditions precedent as listed therein are the only outstanding conditions for MIE to draw down $20 million under the Facility Agreement for payment under this Agreement, and a copy of such confirmation is attached hereto as Exhibit C; and (g) the consummation by information Buyer has provided to Seller relating to the Standby Purchaser of the transactions contemplated hereby and the compliance by the Standby Purchaserproduction, with the terms hereofdrilling, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser onlypetroleum reserves, and each Standby Purchaser agrees other petroleum engineering data for the Daan oilfield includes all material information with respect thereto that Buyer has provided to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties made under this Section 6(B)Lender; provided, however, ALL OF THE INFORMATION, STATISTICS, SUMMARIES, ELECTRONIC TRANSMISSIONS AND FACSIMILES FURNISHED BY OR ON BEHALF OF MIE OR BUYER HEREWITH OR HEREUNDER AND RELATING TO THE PROPERTIES OR ASSETS OF MIE OR BUYER, PRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES, GEOLOGICAL OR GEOPHYSICAL DATA OR INTERPRETATIONS, THE QUALITY, QUANTITY OR RECOVERABILITY OF ANY HYDROCARBON RESERVES, ANY PRODUCT PRICING ASSUMPTIONS, THE ABILITY TO SELL OR MARKET ANY HYDROCARBONS, OR THE PRESENT OR FUTURE VALUE OF THE ANTICIPATED INCOME, OR PROFITS, IF ANY, TO BE DERIVED THEREFROM, ARE FURNISHED OR WILL BE FURNISHED FOR SELLER’S USE AT SELLER’S SOLE RISK. ALL SUCH INFORMATION HAS BEEN COMPILED OR PREPARED BY BUYER BASED UPON ITS FILES AND RECORDS AND SUCH INFORMATION IS BELIEVED TO BE CORRECT, BUT BUYER MAKES NO REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE ACCURACY, CORRECTNESS OR THE ADEQUACY OF SAME AND DOES NOT WARRANT OR GUARANTEE THE ACCURACY, CORRECTNESS OR ADEQUACY OF SUCH INFORMATION IN ANY WAY. BUYER HAS MADE NO STATEMENTS OR REPRESENTATIONS CONCERNING THE CONDITION OF THE PROPERTIES OR ASSETS OF MIE OR BUYER. PRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES, GEOLOGICAL OR GEOPHYSICAL DATA OR INTERPRETATIONS, THE QUALITY, QUANTITY OR RECOVERABILITY OF ANY HYDROCARBON RESERVES, ANY PRODUCT PRICING ASSUMPTIONS, THE ABILITY TO SELL OR MARKET ANY HYDROCARBONS, OR THE PRESENT OR FUTURE VALUE OF THE ANTICIPATED INCOME, OR PROFITS, IF ANY, TO BE DERIVED THEREFROM. SELLER IS RESPONSIBLE FOR MAKING SUCH INDEPENDENT INVESTIGATION AND EVALUATION OF SUCH INFORMATION AS SELLER SHALL DEEM APPROPRIATE, REALIZING THAT BUYER DOES NOT ASSUME AND SHALL HAVE NO LIABILITY TO SELLER OR ANY OTHER PERSON OR ENTITY FOR ANY RELIANCE WHICH MAY BE PLACED ON THE INFORMATION, STATISTICS, SUMMARIES, ELECTRONIC TRANSMISSIONS OR FACSIMILES FURNISHED TO SELLER.

Representation and Warranties. A. FBS represents Without prejudice or limitation to any representations, warranties and covenants of the Issuer in the Trust Deed, the Issuer represents, warrants and covenants to the Standby Purchasers that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS Trustee that: (i) If such Standby Purchaser is an entity, such Standby Purchaser is a Delaware corporation, was duly formed and is validly existing and in good standing under a. the laws of its state of formation, with the Issuer has full power and authority to perform its obligations under enter into this Agreement. (ii) If such Standby Purchaser is an entity, the execution, delivery and performance of this Security Agreement by such Standby Purchaser and the consummation by such Standby Purchaser of the transactions contemplated hereby have been duly authorized by all necessary action of the Standby Purchaser. Regardless of whether such Standby Purchaser is an entity or natural person, this Agreement, when duly executed and delivered by FBS, will constitute a valid and legally binding instrument of such Standby Purchaser, enforceable against such Standby Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity principles.create the security interests constituted by this Security Agreement; b. the Issuer has taken all action required to be taken, fulfilled and done (iiiincluding the obtaining of any necessary consents) Such Standby Purchaser is not insolvent and has sufficient cash on hand in order: i. to purchase authorise the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser hasentry into, simultaneously with or prior to the execution performance and delivery of this Security Agreement; ii. to ensure that the obligations expressed to be assumed by it in this Security Agreement are legal, provided valid, binding and enforceable subject, as to enforcement, to (1) the Representatives with evidence effect of bankruptcy, examinership, insolvency or substantiation that similar laws affecting generally the enforcement of creditors’ rights, as such Standby Purchaser has laws would apply in the financial means event of any bankruptcy, examinership, receivership, insolvency or similar event applicable to satisfy its financial obligations under this Agreement. The foregoing evidence the Issuer; and substantiation is a true and accurate representation (2) general equitable principles (whether enforceability of such means.principles is considered in a proceeding at law or in equity); (iv) Such Standby Purchaser c. the Issuer has good, marketable and indefeasible title to the Collateral, has not entered into made any contractsprior sale, arrangementspledge, understandings encumbrance, assignment or relationships (legal or otherwise) with person or persons (other than FBS) with respect to the securities of the Company, including, but not limited to, transfer or voting disposition of any of the securitiesCollateral, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees and the Collateral is free from all encumbrances and rights of profits, division setoff of profits or loss, or any kind except the giving or withholding or proxies.lien in favor of the Trustee created by this Security Agreement and the Trust Deed and any lien in favor of the Margin Account Provider pursuant to the Margin Account Agreement; (v) If such Standby Purchaser is an entityd. except as herein provided, the execution Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part of the Collateral or any other part of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates to the Issuer) except in accordance with the Conditions of the Relevant Series and the Programme Documents; e. without prejudice to any specific requirements in the Trust Deed for the delivery of this Agreementdocuments, the consummation by Issuer will promptly deliver to the Standby Purchaser of Trustee all documents relating to the transactions contemplated hereby Collateral which the Trustee, from time to time, requires; and f. the Issuer shall promptly provide the Trustee with all information and other documentation which it may request in relation to the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties made under this Section 6(B)Collateral.

Representation and Warranties. A. FBS The Chargor hereby represents and warrants to the Standby Purchasers that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS Chargees that: (a) the Chargor is the legal and beneficial owner of all of the Charged Property, free from any Security Interest (other than that created by this Charge, the Subscription Agreement or any Other Transaction Documents); (b) the Chargor has full power, authority and legal capacity to be the legal and beneficial owner of the Charged Property; (c) the Chargor has full power and authority: (i) If such Standby Purchaser is an entity, such Standby Purchaser is a Delaware corporation, was duly formed to execute and is validly existing deliver this Charge and in good standing under the laws of its state of formation, with the power and authority to perform its obligations under this Agreement. (ii) If such Standby Purchaser is an entityto comply with the provisions of, the execution, delivery and performance of this Agreement by such Standby Purchaser and the consummation by such Standby Purchaser of the transactions contemplated hereby have been duly authorized by perform all necessary action of the Standby Purchaser. Regardless of whether such Standby Purchaser is an entity or natural personits obligations under, this AgreementCharge; (d) this Charge constitutes the Chargor’s legal, when duly executed and delivered by FBS, will constitute a valid and legally binding instrument of such Standby Purchaser, obligations enforceable against such Standby Purchaser the Chargor in accordance with its terms, subject to terms except as such enforcement may be limited by any relevant bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and administration or similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity principles.generally; (iiie) Such Standby Purchaser is not insolvent the entry into and has sufficient cash on hand to purchase performance by the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with or prior to the execution and delivery Chargor of this AgreementCharge does not violate (i) any applicable Law or (ii) any agreement, provided the Representatives with evidence contract or substantiation that such Standby Purchaser has the financial means other undertaking to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation is a true and accurate representation of such means. (iv) Such Standby Purchaser has not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with person or persons (other than FBS) with respect to the securities of the Company, including, but not limited to, transfer or voting of which any of the securitiesChargor is a party or which is binding upon the Chargor or any of his assets; (f) all consents, finder’s feeslicences, joint venturesapprovals and authorisations required in connection with the entry into, loan performance, validity and enforceability of this Charge, including any required spousal or option arrangementsother personal consents have been obtained and are in full force and effect; (g) no litigation (excluding threatened litigation), puts arbitration or callsadministrative proceedings of or before any court, guarantees of profits, division of profits arbitral body or lossagency has been initiated or threatened, or is pending, against the giving Chargor or withholding his assets which could reasonably be expected to have an adverse effect on the validity, enforceability or proxies.priority of this Charge or the ability of the Chargor to perform any of his obligations hereunder; (vh) If such Standby Purchaser is an entitythe particulars of the Original Shares set forth on Schedule 2 are accurate in all respects, and all of the Original Shares have been validly issued and are fully paid up; (i) the Chargor has not sold, transferred, or otherwise disposed of, or agreed to sell, transfer, or otherwise dispose of, the execution benefit of all or any of his rights, title and delivery of this Agreementinterest in the Charged Property or any part thereof; and (j) in any proceedings taken in Hong Kong, the consummation by British Virgin Islands or any other jurisdiction, the Standby Purchaser Chargor will not be able to claim for the Chargor or any of the transactions contemplated hereby and the compliance by the Standby Purchaserhis assets immunity from suit, with the terms hereofexecution, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation attachment or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties made under this Section 6(B)legal process.

Representation and Warranties. A. FBS (A) The Vendor hereby represents and warrants to the Standby Purchasers that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect the Purchaser that save as disclosed in writing by the Vendor to such Standby the Purchaser only, prior to FBS that:the execution of this Agreement:- (i1) If such Standby Purchaser is an entity, such Standby Purchaser is a Delaware corporation, was All documents required by the Companies Act to be filed with the Registrar of Companies in respect of the Company have been duly formed filed and is validly existing compliance has been made with all other legal requirements in connection with the formation of the Company and in good standing under the laws with all issues and allotments of its state shares. (2) No breach of formationany of the provisions of the Companies Act has been committed by the Company in relation to the Company. (3) Since the date of its incorporation, no alteration has been made to the Memorandum or Articles of Association of the Company except the increase of authorised share capital. (4) The Vendor has good and impeccable title to the Sale Shares and have the legal capacity to execute the transfers thereto to the Purchaser in accordance with the power and authority to perform its obligations under this Agreement. (ii5) If such Standby Purchaser No winding-up proceedings under the Companies Act is an entitypending against the Company as at the date hereof. As at the date hereof, the executionVendor to the best of its knowledge, delivery and performance is not aware of this Agreement by such Standby Purchaser and any imminent winding-up proceedings against the consummation by such Standby Purchaser of Company. Neither is the transactions contemplated hereby have been duly authorized by all necessary action of the Standby Purchaser. Regardless of whether such Standby Purchaser is an entity Company involved as a party in any litigation, arbitration proceedings, government proceedings or natural person, this Agreement, when duly executed and delivered by FBS, will constitute a valid and legally binding instrument of such Standby Purchaser, enforceable against such Standby Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity principlesinquiry. (iii6) Such Standby Purchaser No loan or share capital of the Company has been created or issued or agreed to be created or issued and pending actual completion and no loan or share capital will be created or issued or agreed to be created or issued. (7) No loan or share capital of the Company has been put under option or agreed to be put under option. (8) All the registers and records of the Company contain true and accurate records of the matters purporting to be contained therein or dealt with thereby and the Company has not received notice of any application or intended application under the provisions of the Companies Act or otherwise for the rectification of any register or record or notice of any contention that may register or record of the Company is in any respect inaccurate or improperly kept. (9) The Accounts comply with the requirements of the Companies Act and are true and accurate in all material respects and give a true and fair view of the financial position (including the values of the assets including the Land and the amounts of the liabilities actual or contingent and accruing or accrued whether or not quantified and whether for tax or otherwise including the Liabilities) of the Company as at the Balance Sheet Date and the Accounts have been prepared on a basis consistent with that adopted in previous years and in a form and manner appropriate to the businesses of the Company. (10) For the purposes of the Accounts the stock-in-trade and work in progress of the Company has been valued on a basis consistent with that adopted for the purposes of the respective audited accounts of the Company for the year ended with the Balance Sheets Date and with basis and policies of accounting adopted in the preparation of the said audited accounts. (11) The Company has not since the Balance Sheet Date entered into any transaction that is prejudicial to the Company nor has the Company in any way departed from the normal course of its day to day business whether as regards the nature, scope or manner of conducting the same. (12) Since the Balance Sheet Date save for the purpose of transferring the businesses of the Company as provided in Section 6.02, no contract or arrangement has been entered into by the Company which is unusual or of a long term nature or involves or may involve obligations of a nature or magnitude calling for special mention or involves or may involve the disposal of any assets of the Company at less than the higher of book or market value or the acquisition of any asset at a price in excess of its market price or is not insolvent negotiated on an arm's length basis or differs from the ordinary contracts or arrangements necessitated by the businesses of the Company or is restrictive of the activities of the Company in the conduct of any of its business. (13) The Company is the sole beneficial owner and has sufficient cash on hand good and marketable title to purchase all the Maximum Standby Purchase Commitment assets included in the Accounts including the Land (less any already notified in writing to the Purchaser as disposed of Shares since then or any hereafter disposed of with the Purchaser's written consent) and to all assets acquired thereafter prior to actual completion. (14) There is not outstanding any guarantee or contract for indemnity or for suretyship by the Company except for the existing Charges on the terms Land. (15) The Company is not engaged in litigation (civil or criminal) or arbitration or any proceedings or enquiries before any governmental municipal or other official commission board tribunal or other administrative judicial or quasi judicial agency and conditions contained having made all reasonable enquiries the Vendor does not know of any facts which are likely to give rise to the same save those specifically disclosed in this Agreement and will have such funds on writing to the Closing Date. Such Standby Purchaser has, simultaneously with or prior to the execution and delivery of this Agreement. (16) the Company does not have any worker or employee other than the directors; (17) The Company is duly qualified as a legal person in all jurisdictions in which it transacts business requiring such qualifications and has the right to own property including the Land and transact business therein in a manner in which the business is conducted and the Company has conducted its business in accordance with all relevant laws and regulations of all such jurisdictions. (18) No contractual arrangement to which the Company is a party will be abrogated or affected by the change in ownership of the Company which will result from the implementation of this Agreement. (19) The Company is not a party to any agreement or arrangement with any other person in which the Vendor or any of the directors of the Company is directly or indirectly interested which is material to any of its business of the Company save those disclosed in writing to the Purchaser prior to the execution of this Agreement. (20) There is not outstanding:- (a) any contract of service between the Company and any of its directors or employees which is not determinable by the Company; or (b) any liability (other than any herein disclosed) on the part of the Company to any person who is or has been one of its directors or employees and for the purpose liability includes an unenforceable obligation and if any, provided letter of waiver from the Representatives concerned party shall be obtained. (a) The Company has duly made or given all returns declarations information and notices for tax purposes which are required to have been made or given and all such returns declarations information and notices made by the Company are up to date and correct and on a proper basis and none of these is the subject of any dispute with evidence the authorities. (b) The Company has not received an assessment which understates its liability to tax or substantiation any payment from the authorities to which it is not entitled. (c) Every assessment to tax received by the Company and not fully discharged and every statutory notice concerning tax from the authorities so received and still current has been disclosed in writing to the Purchaser. (d) The Company has paid all tax which it is liable to pay and the Company is not liable to pay any penalty or interest in connection with any claim for tax. (e) The Vendor has disclosed in writing to the Purchaser every notice application for clearance and election given or made to the Inland Revenue by the Company (not being a notice required to be given by law). (22) No power of attorney of whatever nature has been given by the Company to any person body or corporation. (23) There is no agreement, arrangement or share option between the Vendor and other person/persons as regards the Sale Shares. (24) Since the Balance Sheet Date, no dividends have been declared or paid and no distribution of capital made in respect of any share capital of the Company and no loan (otherwise than in ordinary course of day to day business) or loan capital of the Company has been repaid in whole or in part and before the date of actual completion no such dividends will be declared or paid and no such distributions made and no loan (otherwise than in the ordinary course of day to day business) or share or loan capital will be repaid in whole or part save with the prior written consent of the Purchaser. (25) the Vendor is not aware of nor has he received any notice of acquisition or intended acquisition affecting the Land or any part thereof from any relevant authority. (26) The Company is not in default of any material obligation of any nature whatsoever legally binding upon it. (27) The Company is not under any obligation to increase the rates or remuneration or to pay any bonus to any of its directors or employees at any future date whether with or without retrospective effect. (28) The Land is free from all encumbrances and/or all whatsoever caveats save as disclosed to the Purchaser herein and the Land is free from any tenancy, lease, easement, prohibitory order, trust, lien, license or occupiers, whether legal or otherwise and the Vendor shall be able to ensure vacant possession of the Land to remain with the Company upon completion of this Agreement. (29) The Company or the Vendor has complied with the category of land use and the express or implied condition of use of the Land and has not permitted any illegal use of the Land that may entitle the forfeiture of the Land by the relevant land authorities. (30) The Company has paid up to date all the quit rent and assessments rates for the Land. (31) The Vendor declare that he has acquired the Sale Shares for more than 5 years. The Company is a property developer and as such Standby the disposal of the Sale Shares to the Purchaser by the Vendor will not attract any Real Property Gains Tax. (32) All the warranties and representations by the Vendor herein and the warranties and representation by the Vendor prior to the execution of this Agreement are true and accurate with regard to all the matters referred thereto. (B) The Purchaser warrants and represents that:- (1) The Purchaser has the financial means legal capacity to satisfy its financial obligations under execute this Agreement. The foregoing evidence and substantiation is a true and accurate representation of such means. (iv2) Such Standby No winding-up proceedings under the Companies Act is pending against the Purchaser has not entered into any contractsas at the date hereof. As at the date hereof, arrangements, understandings or relationships (legal or otherwise) with person or persons (other than FBS) with respect the Purchaser to the securities best of the Companyits knowledge, including, but is not limited to, transfer or voting aware of any of imminent winding-up proceedings against the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxies. (v) If such Standby Purchaser is an entity, the execution and delivery of this Agreement, the consummation by the Standby Purchaser of the transactions contemplated hereby and the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For Neither is the avoidance of doubtPurchaser involved as a party in any litigation, each representation arbitration proceedings, government proceedings or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify inquiry that will affect or prejudice the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties made under this Section 6(B)purchase hereof.

Representation and Warranties. A. FBS By its execution of this Waiver, each Credit Party party hereto hereby represents and warrants to the Standby Purchasers that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS that: (ia) If this Waiver has been duly authorized, executed and delivered by it and constitutes a legal, valid and binding obligation of each Credit Party party hereto, enforceable against such Standby Purchaser is an entityCredit Party in accordance with its terms, except as such Standby Purchaser is a Delaware corporationenforceability may be limited by bankruptcy, was duly formed insolvency, reorganization, receivership, moratorium or other Laws affecting creditors’ rights generally and is validly existing and in good standing under the laws by general principles of its state of formation, with the power and authority to perform its obligations under this Agreement.equity; (iib) If such Standby Purchaser is an entity, the execution, delivery and performance by each Credit Party party hereto of this Agreement by such Standby Purchaser Waiver do not and the consummation by such Standby Purchaser will not (i) violate (A) any provision of any Applicable Law, (B) any of the transactions contemplated hereby have been duly authorized by all necessary action Organizational Documents of the Standby Purchaser. Regardless Borrower or any of whether its Subsidiaries, or (C) any order, judgment or decree of any court or other agency of government binding on the Borrower or any of its Subsidiaries, except with respect to clauses (A) and (C) to the extent that such Standby Purchaser is an entity violation could not reasonably be expected to have a Material Adverse Effect; (ii) conflict with, result in a breach of or natural personconstitute (with due notice or lapse of time or both) a default under any Contractual Obligation of the Borrower or any of its Subsidiaries, this Agreementexcept to the extent that such conflict, when duly executed and delivered by FBS, will constitute breach or default could not reasonably be expected to have a valid and legally binding instrument of such Standby Purchaser, enforceable against such Standby Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity principles. Material Adverse Effect; (iii) Such Standby Purchaser is not insolvent and has sufficient cash result in or require the creation or imposition of any Lien upon any of the properties or assets of the Borrower or any of its Subsidiaries (other than any Liens created under any of the Credit Documents in favor of Collateral Agent, on hand to purchase behalf of the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with Secured Parties); or prior to the execution and delivery of this Agreement, provided the Representatives with evidence or substantiation that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation is a true and accurate representation of such means. (iv) Such Standby Purchaser has not entered into require any contractsapproval of stockholders, arrangements, understandings members or relationships (legal partners or otherwise) with person any approval or persons (other than FBS) with respect to the securities consent of any Person under any Contractual Obligation of the Company, including, but not limited to, transfer Borrower or voting of any of its Subsidiaries, except for any such approval or consent the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees failure of profits, division of profits or loss, or the giving or withholding or proxies.which to obtain could not reasonably be expected to have a Material Adverse Effect; (vc) If such Standby Purchaser is an entity, the execution and delivery of after giving effect to this Agreement, the consummation by the Standby Purchaser of the transactions contemplated hereby and the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubtWaiver, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties made under contained in Article 4 of the Credit Agreement is true and correct in all material respects as of the Waiver Effective Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality shall be true and correct in all respects); and (d) after giving effect to this Section 6(B)Waiver, no Default or Event of Default exists, or will result from the execution of this Waiver.

Representation and Warranties. A. FBS The Pledgor hereby represents and warrants to the Standby Purchasers that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS that: (i) If such Standby Purchaser 1. The Pledgor is an entityduly registered and validly existing, such Standby Purchaser has the full capacity for civil rights and acts that is a Delaware corporation, was duly formed and is validly existing and in good standing under the laws of its state of formation, with the power and authority to perform its obligations under this Agreement. (ii) If such Standby Purchaser is an entity, the execution, delivery required for execution and performance of this Agreement by such Standby Purchaser Contract, and has full title to legal ownership or the consummation by such Standby Purchaser right of disposition regarding the pledged AR. 2. The Pledgor warrants that the AR is transferable pursuant to applicable law. The Underlying Contracts are authentic and valid. There are no special agreements under the Underlying Contracts that prohibit or limit the transfer or pledge of the transactions contemplated hereby have been AR, allows the debtor of the AR to set off the debt or extend term of payment, or allows control of the account. The Pledgor warrants that it has duly authorized by all necessary performed its obligations under the Underlying Contract such as goods delivery, service provision and/or property lease, and that there exists no event that will affect the collection of the AR. 3. The Pledgor warrants that in addition to the Pledgor, there is no other creditor to the AR, or if there is any other creditor, the Pledgor has obtained the other creditor’s written permission. The Pledgor undertakes to deliver such written permission to the Pledgee before signing this Contract. 4. Except for the pledge as agreed hereunder, the Pledgor does not pledge the AR to any third party, nor is there any circumstances that may limit or adversely affect the Pledgee’s entitlement to the pledge right (such as property attachment or action of enforcement). After all applicable filing procedures are completed, the Standby Purchaserpledge created hereunder will be the first priority pledge over the AR. 5. Regardless of whether such Standby Purchaser is an entity or natural personThe Pledgor warrants that it will not undertake any factoring, this Agreement, when duly executed and delivered by FBS, will constitute a valid and legally binding instrument of such Standby Purchaser, enforceable against such Standby Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now financing or hereinafter in effect relating to or affecting creditors’ rights and to general equity principles. (iii) Such Standby Purchaser is not insolvent and has sufficient cash on hand to purchase the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with or prior to the execution and delivery of this Agreement, provided the Representatives with evidence or substantiation that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation is a true and accurate representation of such means. (iv) Such Standby Purchaser has not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with person or persons (other than FBS) business with respect to the securities AR or the Underlying Contract, unless otherwise agreed by the Pledgee in writing. 6. The Pledgor fully understands the content of the CompanyMaster Contract and genuinely intends to sign and perform this Contract, includingand has obtained all proper authorizations in connection with the pledge that are required under its Articles of Association or other constitutional documents. The signing and performance of this Contract do and will not breach any contracts, but agreements or other legal documents binding upon the Pledgor. The Pledgor has obtained or will obtain all necessary approvals, permits, filings or registration in connection with the creation of the pledge hereunder. 7. All documents, materials, statements and vouchers provided by the Pledgor to the Pledgee are accurate, authentic, complete and valid. 8. The Pledgor has not limited tohidden from the Pledgee any encumbrances or factoring, transfer or voting of any finance business that have been in existence with regard to the AR or the Underlying Contract as of the securitiesdate of this Contract. 9. The Pledgor will have legitimate and full entitlement to the payment of the AR, finder’s feesand unless otherwise agreed by the Pledgee in writing, joint venturesthe Pledgor shall not waive any rights or benefits under the corresponding AR, loan nor shall it dispose of the AR through transfer, grant, offset or option arrangements, puts or calls, guarantees of profits, division of profits or lossother means. 10. The Pledgor shall notify the Pledgee in a timely manner when any new encumbrances are created over the AR, or the giving when any Underlying Contract is involved in material litigation or withholding or proxiesarbitration. (v) 11. If such Standby Purchaser is an entityany AR that belongs to the Pledged Properties gets paid, or has not been paid 90 days after it becomes due, the execution Pledgor shall promptly supplement the pledge with new qualified accounts receivable, and delivery of this Agreement, shall actively coordinate with the consummation by Pledgee to complete the Standby Purchaser registration of the transactions contemplated hereby and the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents pledge amendment in a timely manner. The amount of the Standby Purchaser. For newly supplemented accounts receivable shall not be less than the avoidance amount of doubt, each representation accounts receivable that become due or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties made under this Section 6(B)get paid.

Representation and Warranties. A. FBS The Borrower hereby represents and warrants to the Standby Purchasers that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS thatLender as follows: (i) If such Standby Purchaser is an entity, such Standby Purchaser is a Delaware corporation, was duly formed a. The execution and is validly existing and in good standing under the laws of its state of formation, with the power and authority to perform its obligations under this Agreement. (ii) If such Standby Purchaser is an entity, the execution, delivery and performance of this Agreement by such Standby Purchaser the Borrower, and the consummation performance by such Standby Purchaser the Borrower of its obligations and agreements under this Agreement, are within the corporate authority of the transactions contemplated hereby Borrower, have been duly authorized by all necessary action corporate proceedings on behalf of the Standby Purchaser. Regardless Borrower, and do not and will not contravene any provision of whether such Standby Purchaser law, statute, rule or regulation to which the Borrower is an entity subject or natural personits Certificate of Incorporation or By-laws, this or any provision or any amendment thereof or of any agreement or other instrument binding upon the Borrower. b. This Agreement, when duly executed and delivered by FBSall other documents, will instruments and agreements relating thereto, as same may be amended hereby, constitute a the legal, valid and legally binding instrument obligations of such Standby Purchaserthe Borrower, enforceable against such Standby Purchaser in accordance with its terms, subject to their respective terms except as such may be limited by the application of bankruptcy, insolvencymoratorium, fraudulent transfer, reorganization, moratorium reorganization and similar other laws affecting the rights of creditors generally or by general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity equitable principles. c. The representations and warranties made by the Borrower in the Loan Documents are true and correct in all material respects on and as of the date of this Agreement as though made at and as of such date (iii) Such Standby Purchaser except to the extent that such representations and warranties expressly relate to an earlier date and except to the extent that variations therefrom are permitted under the terms of the Loan Documents or have otherwise been approved in writing by the Lender). Except as previously disclosed to the Lender in writing, no material adverse change has occurred in the assets, liabilities, financial condition, business or prospects of the Borrower. d. The Borrower has performed and complied in all material respects with all terms and conditions herein required to be performed or complied with by the Borrower prior to or at the time hereof, and no Event of Default has occurred and is not insolvent continuing under the Loan Documents. e. The Borrower has read and has sufficient cash on hand to purchase the Maximum Standby Purchase Commitment understands each of Shares on the terms and conditions contained in of this Agreement and will have such funds on is entering into this Agreement freely and voluntarily, without duress, after having had an opportunity for consultation with independent counsel of its own selection, and not in reliance upon any representations, warranties, or agreements made by the Closing Date. Such Standby Purchaser has, simultaneously with or prior to the execution Lender and delivery of not set forth in this Agreement, provided the Representatives with evidence or substantiation that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation is a true and accurate representation of such means. (iv) Such Standby Purchaser has not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with person or persons (other than FBS) with respect to the securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxies. (v) If such Standby Purchaser is an entity, the execution and delivery of this Agreement, the consummation by the Standby Purchaser of the transactions contemplated hereby and the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties made under this Section 6(B).

Representation and Warranties. A. FBS represents and a. Sublicensor represents, warrants to the Standby Purchasers that FBS will only sell Shares (in each case to the Standby Purchasers if FBS best of Sublicensor's knowledge and except as disclosed in the Asset Purchase Agreement and the Schedules thereto) and agrees with Sublicensee as follows: i) That Sublicensor has the right to grant the rights herein granted, and that there are no liens, claims or encumbrances whatsoever adversely affecting or that would in any way prejudice Sublicensor's grant of rights to Sublicensee herein; ii) That neither the Licensed Formats nor any part thereof (including without limitation its titles), nor the exploitation of the rights granted herein, will defame or constitute unfair competition with any third party, violate any law or violate or infringe upon the trademark, trade name, copyright, right of privacy, right of publicity or any other right of any third party; iii) That Sublicensor has acquired and will maintain all literary, dramatic, musical and other rights required for the full and quiet enjoyment of all of the rights granted herein, and that performance rights to all musical compositions contained in the Program shall be (i) controlled by ASCAP, BMI, SESAC or their affiliates, (ii) in the public domain, or (iii) controlled by Sublicensor; iv) That Sublicensor has not and will not make or purport to make any grant, license, assignment or other transfer inconsistent with or that would in any way prejudice Sublicensor's grant of rights to Sublicensee herein; v) That Sublicensor has the right to enter into this agreement and to grant all rights herein granted and to perform fully all of Sublicensor's obligations hereunder; vi) That Sublicensor has the right to assign its rights under the CBS Network License for "The Price Is Right" to Sublicensee; and vii) That Sublicensor shall remain responsible for the payment and discharge in a timely manner of any obligations under any and all union, guild or residual agreements arising in connection with the production, distribution, licensing or other exploitation after the effective date hereof of the Library Episodes and New Episodes of the Program to the extent such obligations are not fully discharged by Producer (or any other producer of the New Episodes); it being understood that to the extent Sublicensor is ultimately unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants recoup such payments with respect to such Standby Purchaser onlyLibrary Episodes, to FBS thatSublicensor shall be indemnified by the LLC with respect thereto. b. Sublicensee represents, warrants and agrees as follows: (i) If such Standby Purchaser is an entity, such Standby Purchaser is a Delaware corporation, was duly formed and is validly existing and in good standing under That Sublicensee has the laws of its state of formation, with the power and authority right to perform its obligations under this Agreement. (ii) If such Standby Purchaser is an entity, the execution, delivery and performance of this Agreement by such Standby Purchaser and the consummation by such Standby Purchaser of the transactions contemplated hereby have been duly authorized by all necessary action of the Standby Purchaser. Regardless of whether such Standby Purchaser is an entity or natural person, this Agreement, when duly executed and delivered by FBS, will constitute a valid and legally binding instrument of such Standby Purchaser, enforceable against such Standby Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity principles. (iii) Such Standby Purchaser is not insolvent and has sufficient cash on hand to purchase the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in enter into this Agreement and will have such funds to perform fully all of Sublicensee's obligations hereunder; and ii) That the credits appearing on the Closing Date. Such Standby Purchaser hasNew Episodes, simultaneously as delivered, shall be correct and consistent with or prior all credit obligations to the execution and delivery of this Agreement, provided the Representatives with evidence or substantiation that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation is a true and accurate representation of such meansthird parties. (iv) Such Standby Purchaser has not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with person or persons (other than FBS) with respect to the securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxies. (v) If such Standby Purchaser is an entity, the execution and delivery of this Agreement, the consummation by the Standby Purchaser of the transactions contemplated hereby and the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties made under this Section 6(B).

Representation and Warranties. A. FBS The Parent Borrower represents and warrants to as follows as of the Standby Purchasers that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS that: date hereof: (ia) If such Standby Purchaser is an entity, such Standby Purchaser is a Delaware corporation, was duly formed and is validly existing and in good standing under the laws of its state of formation, with the power and authority to perform its obligations under this Agreement. (ii) If such Standby Purchaser is an entity, the execution, delivery and performance of this Agreement by such Standby Purchaser and the consummation by such Standby Purchaser of the transactions contemplated hereby Amendment have been duly authorized by all necessary corporate or other organizational action on the part of the Standby PurchaserParent Borrower and the Guarantors and (b) the execution, delivery and performance by the Parent Borrower and the Guarantors of this Amendment will not (i) contravene the terms of any of such Loan Party’s Organization Documents, (ii) result in any breach or contravention of, or the creation of any Lien upon any of the property or assets of such Loan Party or any of the Restricted Subsidiaries (other than as permitted by Section 7.01 of the Credit Agreement) under (A) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Restricted Subsidiaries or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, or (iii) violate any applicable Law; except with respect to any breach, contravention or violation referred to in clauses (ii) and (iii), to the extent that such breach, contravention or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Regardless of whether such Standby Purchaser is an entity or natural personAfter giving effect to the amendments contained herein, on the Amendment No. 2 Effective Date the Parent Borrower hereby confirms that: (a) this Agreement, when Amendment has been duly executed and delivered by FBSeach Loan Party party hereto and constitutes the legal, will constitute a valid and legally binding instrument obligations of each such Standby Purchaser, Loan Party enforceable against such Standby Purchaser it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium except as such enforceability may be limited by Debtor Relief Laws and similar laws by general principles of general applicability now or hereinafter in effect relating to or affecting creditors’ rights equity and to general equity principles. principles of good faith and fair dealing; (iiib) Such Standby Purchaser is not insolvent and has sufficient cash on hand to purchase the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with or prior to the execution and delivery of this Agreement, provided the Representatives with evidence or substantiation that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation is a true and accurate representation of such means. (iv) Such Standby Purchaser has not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with person or persons (other than FBS) with respect to the securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxies. (v) If such Standby Purchaser is an entity, the execution and delivery of this Agreement, the consummation by the Standby Purchaser of the transactions contemplated hereby and the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties of the Parent Borrower and each other Loan Party contained in Article V of the Credit Agreement or any other Credit Document are true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects (after giving effect to any qualification therein) on and as of the Amendment No. 2 Effective Date with the same effect as though made under this Section 6(Bon and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties are true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects (after giving effect to any qualification therein)) as of such earlier date); and (c) no Default or Event of Default has occurred and is continuing.

Representation and Warranties. A. FBS represents The Guarantors do hereby, jointly and warrants to the Standby Purchasers that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, represent and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS warrant that: (ia) If such Standby Purchaser is an entity, such Standby Purchaser ATSG is a Delaware corporationcorporation duly organized, was duly formed and is validly existing and in good standing under the laws of its state the State of formationDelaware, with the and it has full power and authority to operate its properties and conduct the business now being conducted by it; (b) ▇▇▇▇ is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and it has full power and authority to operate its properties and conduct the business now being conducted by it; (c) ATI is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Nevada, and it has full power and authority to operate its properties and conduct the business now being conducted by it; (d) each Guarantor has the power to enter into this Guaranty Agreement; (e) each Guarantor has duly authorized the execution and delivery of this Guaranty Agreement by proper action; (f) the execution, delivery and performance by each Guarantor of this Guaranty Agreement do not contravene or constitute a default under the respective organizational documents of any Guarantor or any agreement, judgment, injunction, order, decree or other instrument binding upon any Guarantor or its property or any provision of applicable law, including without limitation, any rule or regulation; (g) there is no action, temporary restraining order, injunction, suit or proceeding, or to the knowledge of any Guarantor, any inquiry or investigation, at law or in equity or before or by any court, public board, regulatory agency or body, pending or, to the knowledge of any Guarantor, threatened against or affecting or involving the properties or businesses or any securities of any Guarantor or, to the knowledge of any Guarantor, any basis for any such action, temporary restraining order, injunction, suit, proceeding, investigation or inquiry that would prohibit the execution, delivery, validity or enforceability of this Guaranty Agreement or impair in any material respect any Guarantor’s ability to perform its obligations under this Guaranty Agreement.; (h) no litigation or administrative action or proceeding is pending or, to the knowledge of any Guarantor, threatened (i) to restrain or enjoin or seeking to restrain or enjoin any payment contemplated to be made or any obligation to be performed, by any Guarantor hereunder, (ii) If such Standby Purchaser is an entity, in any way contesting or affecting the execution, delivery and performance validity of this Agreement by such Standby Purchaser and the consummation by such Standby Purchaser of the transactions contemplated hereby have been duly authorized by all necessary action of the Standby Purchaser. Regardless of whether such Standby Purchaser is an entity or natural person, this Guaranty Agreement, when duly executed and delivered by FBS, will constitute a valid and legally binding instrument of such Standby Purchaser, enforceable against such Standby Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity principles. (iii) Such Standby Purchaser is not insolvent and has sufficient cash on hand to purchase in any way contesting the Maximum Standby Purchase Commitment corporate existence or powers of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser hasany Guarantor, simultaneously with or prior to the execution and delivery of this Agreement, provided the Representatives with evidence or substantiation that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation is a true and accurate representation of such means. (iv) Such Standby Purchaser has not entered into any contractsthat is reasonably likely to, arrangementsindividually or in the aggregate, understandings or relationships (legal materially and adversely affect the condition, financial or otherwise, businesses, prospects or assets of any Guarantor; (i) with person or persons (other than FBS) with respect to the securities this Guaranty Agreement is made in furtherance of the Companypurposes for which each Guarantor was incorporated and is necessary to promote and further the business interests of each Guarantor, includingand the assumption by each Guarantor of its obligations hereunder will result in direct financial benefits to such Guarantor; and (j) there do not exist, but not limited toand to each Guarantor's knowledge, transfer or voting there is no pending filing of, liens against the property of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxies. (v) If such Standby Purchaser is an entity, the execution and delivery of this Agreement, the consummation by the Standby Purchaser of the transactions contemplated hereby and the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability Guarantor arising from such Standby Purchaser’s breach of the representations its failure to pay promptly when due all taxes, assessments and warranties made under this Section 6(B)governmental charges.

Representation and Warranties. A. FBS 2.1 The Mortgagor hereby represents and warrants to the Standby Purchasers that FBS will only sell Shares to Security Agent (for the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at benefit of each Secured Party) on the Purchase Price pursuant to date of this Mortgage and on completion of the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS Relevant Permitted Reorganisation that: (ia) If such Standby Purchaser is the Mortgagor has been duly incorporated and registered as an entity, such Standby Purchaser is a Delaware corporation, was duly formed exempted company with limited liability under the Cayman Companies Law and is validly existing and in good standing under the laws of the Cayman Islands; (b) the Mortgagor has the power to own its state of formationassets and carry on its business as it is being conducted; (c) the Mortgagor shall be, with effect from the completion of the Relevant Permitted Reorganisation the sole legal and beneficial owner of the Mortgaged Shares free from any Security Interest (other than that created by this Mortgage and the Original Holdco Share Mortgage (until the same is released as described in paragraph D of the recitals of this Mortgage)) or other interest and any options or rights of pre-emption; (d) the Mortgagor shall with effect from completion of the Relevant Permitted Reorganisation be the direct legal and beneficial owner of 100% of the issued shares of and equity interests in the Company, free and clear of any Security (except for any Transaction Security, as defined in the Security Trust Deed and the Original Holdco Share Mortgage (until the same is released as described in paragraph D of the recitals of this Mortgage)); (e) any Mortgaged Shares are or will be when mortgaged and charged, duly authorised, validly issued, fully paid, non-assessable, freely transferable and constitute shares in the capital of a BVI Business Company. To the extent they are in existence there are no moneys or liabilities outstanding or payable in respect of any such shares nor will there be any and they have not been redeemed nor cancelled in any way nor will they be; (f) no person has or is entitled to any conditional or unconditional option, warrant or other right to subscribe for, purchase or otherwise acquire any issued or unissued shares, or any interest in shares, in the capital of the Company, (other than that created by this Mortgage and pursuant to the Warrant Instruments and the Original Holdco Share Mortgage (until the same is released as described in paragraph D of the recitals of this Mortgage)); (g) the Mortgaged Shares are freely transferable on the books of the Company and no consents or approvals are required (other than pursuant to the Original Holdco Share Mortgage (until the same is released as described in paragraph D of the recitals of this Mortgage)) in order to register a transfer of the Mortgaged Shares; (h) the Mortgaged Shares are not issued with any preferred, deferred or other special rights or restrictions whether in regard to dividends, voting, return of any amount paid on account of shares or otherwise which are not expressly set out in the memorandum and articles of association of the Company; (i) there are no covenants, agreements, conditions, interest, rights or other matters whatsoever which adversely affect the Mortgaged Shares, (other than that created by this Mortgage and pursuant to the Warrant Instruments and the Original Holdco Share Mortgage (until the same is released as described in paragraph D of the recitals of this Mortgage)); (j) other than the existence of the Original Holdco Share Mortgage, the Mortgagor has not received any notice of an adverse claim by any person in respect of the ownership of the Mortgaged Shares or any interest in the Mortgaged Shares; (k) the Mortgagor has full power and authority to: (i) execute and deliver this Mortgage and the other Transaction Documents to which it is a party; (ii) be the legal and beneficial owners of the Mortgaged Shares; and (iii) comply with the provisions of, and perform all its obligations under this Mortgage and the other Transaction Documents to which it is a party; (l) the Mortgagor has duly executed and delivered this Mortgage and the other Transaction Documents to which it is a party; (m) this Mortgage and each other Transaction Document to which the Mortgagor is a party constitutes the Mortgagor’s legal, valid and binding obligations enforceable against the Mortgagor in accordance with its terms subject to any general principles of law limiting its obligations or qualifications specifically referred to in any legal opinion delivered pursuant to the Facility Agreement.; (n) the execution and performance of its obligations and liabilities under this Mortgage and each other Transaction Document to which the Mortgagor is a party will not: (i) contravene any law or regulation or any order of any governmental or other official authority, body or agency or any judgment, order or decree of any court having jurisdiction over it; or (ii) If such Standby Purchaser is an entityconflict with, the execution, delivery and performance or result in any breach of this Agreement by such Standby Purchaser and the consummation by such Standby Purchaser any of the transactions contemplated hereby have been duly authorized by all necessary action of the Standby Purchaser. Regardless of whether such Standby Purchaser is an entity terms of, or natural person, this Agreement, when duly executed and delivered by FBS, will constitute a valid and legally binding default under, any agreement or other instrument to which it is a party or any licence or other authorisation to which it is subject or by which it or any of such Standby Purchaser, enforceable against such Standby Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity principles.property is bound; or (iii) Such Standby Purchaser contravene or conflict with any provision of its memorandum and articles of association; (o) it is not insolvent unable to pay its debts within the meaning of the Cayman Companies Law and it has sufficient cash not taken any action nor have any steps been taken or legal proceedings been started or threatened in writing against it for: (i) winding up, dissolution or reorganisation; (ii) the enforcement of any Security Interest over its assets; or (iii) the appointment of a liquidator, receiver, administrative receiver, administrator, trustee or similar officer of it or of any or all of its assets; (p) it is not in breach (nor would be in breach with the giving of notice, passing of time, or satisfaction of any other condition) or in default under any deed, instrument or any agreement to which it is a party or which is binding on hand to purchase the Maximum Standby Purchase Commitment it or any of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with or prior its assets; (q) to the execution best of its knowledge, no action, litigation, arbitration or administrative proceeding has been commenced or is pending or threatened in writing against it, nor is there subsisting any unsatisfied judgment or award given against it by any court, board of arbitration or other body; (r) all licences, consents, exemptions, clearance filings, registration, payments of taxes, notarisation and delivery authorisations as are or may be necessary or desirable for the proper conduct of its business, trade, and ordinary activities and for the performance and discharge of its obligations and liabilities under this Mortgage and each other Transaction Document to which the respective Mortgagor is a party and which are required in connection with the execution, delivery, validity, enforceability or admissibility in evidence of this Agreement, provided Mortgage and each other Transaction Document to which the Representatives with evidence respective Mortgagor is a party and the creation of security over the Mortgaged Shares have been obtained and are in full force and effect; (s) it has not taken any action whereby the rights attaching to the Mortgaged Shares are altered or substantiation that diluted save to the extent such Standby Purchaser has the financial means to satisfy its financial obligations alteration or dilution is expressly permitted under this Agreement. The foregoing evidence Mortgage or any other Transaction Document; (t) the Mortgagor has taken all corporate and substantiation other action required to approve its execution, delivery, performance and enforceability of this Mortgage and each other Transaction Document to which the Mortgagor is a party; and (u) this Mortgage creates the Security Interests it purports to create with the ranking and priority it is expressed to have. 2.2 The Mortgagor also represents and warrants to and undertakes with the Security Agent that the foregoing representations and warranties will be true and accurate representation throughout the continuance of such means. (iv) Such Standby Purchaser has not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) this Mortgage with person or persons (other than FBS) with respect reference to the securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxiesfacts and circumstances subsisting from time to time. (v) If such Standby Purchaser is an entity, the execution and delivery of this Agreement, the consummation by the Standby Purchaser of the transactions contemplated hereby and the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties made under this Section 6(B).

Representation and Warranties. A. FBS The Guarantor hereby represents ------------------------------ and warrants to the Standby Purchasers that FBS will only sell Shares Lender that, except as set forth in the corresponding section or subsection of the disclosure schedule delivered concurrently herewith by the Guarantor to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS thatLender: (a) The Guarantor (i) If such Standby Purchaser is an entityduly organized, such Standby Purchaser is a Delaware corporation, was duly formed and is validly existing and in good standing under the laws of the State of Delaware, (ii) has the corporate power and authority, and the legal right, to own and operate its state Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (iii) is duly qualified as a foreign corporation and is in good standing under the laws of formationeach jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing in jurisdictions other than the State of Delaware, individually or in the aggregate, has not caused and would not reasonably be expected to cause a Guarantor Loss Event and (iv) is in compliance with its Constituent Documents. (b) The Guarantor has the requisite corporate power and authority to make, deliver and perform its this Guaranty and the other Security Documents to which it is a party and to incur the obligations under this Agreement. (ii) If such Standby Purchaser is an entity, provided for herein and therein. The Guarantor has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement by such Standby Purchaser Guaranty and the consummation other Security Documents to which it is a party. No consent or authorization of, filing with, notice to or other act by such Standby Purchaser or in respect of, any Governmental Authority or any other Person is required in connection with the execution or delivery by the Guarantor of, or the performance of its obligations under, this Guaranty or any of the transactions contemplated hereby other Security Documents, except (i) those which the failure to obtain would not, individually or in the aggregate, be reasonably expected to cause a Guarantor Loss Event and (ii) consents, authorizations, filings and notices described in Schedule 14(b) hereto which consents, authorizations, filings and notices have been duly authorized by all necessary action of the Standby Purchaserobtained or made and are in full force and effect. Regardless of whether such Standby Purchaser is an entity or natural person, this Agreement, when Each applicable Security Document has been duly executed and delivered on behalf of the Guarantor. This Guaranty constitutes, and each other Security Document to which it is a party upon execution by FBSthe Guarantor and the other parties thereto, will constitute constitute, a legal, valid and legally binding instrument obligation of such Standby Purchaserthe Guarantor, enforceable against such Standby Purchaser the Guarantor in accordance with its terms, subject to except as may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and moratorium, fraudulent conveyance or similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). (i) The execution, delivery and performance of this Guaranty and the other Security Documents does not, and will not, violate, result in a breach of, or constitute a default under (or constitute an event which with notice, lapse of time or both would violate, result in a breach of, or constitute a default under), any Requirement of Law, Contractual Obligation or Constituent Document of the Guarantor and will not result in, or require, the creation or imposition of any Lien (other than Liens created by the Security Documents) on any of the Properties or revenues of the Guarantor, as the case may be, pursuant to general equity principlesany Requirement of Law, Contractual Obligation or Constituent Document, except in the case of any Requirement of Law or Contractual Obligation, as the case may be, as would not reasonably be expected to cause, individually or in the aggregate, a Guarantor Loss Event. (ii) Other than such defaults as were caused or triggered by the filing of the Chapter 11 Cases, the Guarantor is not in default in any material respect in the performance, observance or fulfillment of any Contractual Obligation or in material violation of any Requirement of Law except such defaults or violations as would not reasonably be expected to cause a Guarantor Loss Event. (iii) Such Standby Purchaser No Default or Event of Default hereunder, or "default," "event of default" or event which with notice, lapse of time or both would constitute a "default" or "event of default" under any of the Loan Documents, has occurred and is continuing. (i) The audited consolidated balance sheet of the Guarantor as at December 31, 2000, and the related consolidated statements of income and of cash flows for the Fiscal Year ended on such date included in the Guarantor's Annual Report on Form 10-K/A for the year ended December 31, 2000, as amended, as filed with the Securities and Exchange Commission (such balance sheet and related statements of income and cash flows being collectively the "Guarantor's Audited Financial Statements"), and the accompanying report from Ernst & Young LLP (or another "big five" independent auditor selected by the Guarantor and reasonably acceptable to the Lender, the "Guarantor's Accountant"), the unaudited consolidating balance sheet of the Guarantor as at December 31, 2000, and the related unaudited consolidating statement of income for the Fiscal Year ended on such date attached as Schedule 3.4(a)(1) of the Credit Agreement (the "Guarantor's Annual Consolidating Financial Statements") and the interim unaudited consolidated and consolidating balance sheet of the Guarantor as at June 30, 2001, and the related unaudited consolidated and consolidating statement of income and consolidated statement of cash flow for the six-month period ended on such date attached as Schedule 3.4(a)(2) of the Credit Agreement (such interim balance sheets and related unaudited statements of income and cash flow being collectively the "Guarantor's Interim Financial Statements"), present fairly, accurately and completely the consolidated financial position of the Guarantor as at such date, and the consolidated or consolidating results of its operations and its consolidated cash flows for the respective Fiscal Year or six-month period then ended, as the case may be. All of the Guarantor's Audited Financial Statements, the Guarantor's Annual Consolidating Financial Statements and the Guarantor's Interim Financial Statements, including any related schedules or notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved and with prior periods (except as disclosed therein). (ii) Except as set forth in Schedule 14(d)(ii) hereto, since June 7, 2001, there has been no adverse change in the condition (financial or otherwise), business or operations of the Guarantor or any of its Subsidiaries and no development or event affecting any of the Guarantor or any of its Subsidiaries that, individually or in the aggregate, has had or would reasonably be expected to have a Guarantor Material Adverse Effect, other than the filing of the Chapter 11 Cases and the consequences that would normally result therefrom. (iii) There are no material liabilities (whether fixed or contingent and including, without limitation, Guaranty Obligations, liabilities for Taxes, and obligations with respect to interest rate swap transactions or derivatives) of the Guarantor or any of its Subsidiaries that are of the type required under GAAP to be reflected in financial statements that are not reflected in the Guarantor's Audited Financial Statements, the Guarantor's Interim Financial Statements or in the notes thereto other than liabilities arising in the ordinary course of business consistent with past practice. (i) The projections and pro forma financial information contained in the materials provided to the Lender in connection herewith and the Bankruptcy Documents are based upon estimates and assumptions believed in good faith by management of the Guarantor to be reasonable at the time made. (ii) There is no fact known to the Guarantor that, individually or in the aggregate, has had or could reasonably be expected to have a Guarantor Material Adverse Effect that has not been disclosed herein, in the other Loan Documents, the Bankruptcy Documents, the Guarantor SEC Reports or in any other information furnished to the Lender for use in connection with the transactions contemplated hereby and by the other Loan Documents. The information and reports (including the Guarantor SEC Reports) furnished by the Guarantor or any of the Loan Parties to the Lender or to the Bankruptcy Court in connection with the Loan Documents or the Chapter 11 Cases, as the case may be, when taken as a whole, do not contain any untrue statement of a material fact or omit to state a fact necessary to make the statements contained therein, taken as a whole not misleading. (f) Except as set forth in Schedule 14(f) hereto, no litigation, investigation or proceeding of or before any arbitrator, mediator or Governmental Authority is pending or, to the actual knowledge of the Guarantor, threatened, by or against the Guarantor, or against any of its Properties or revenues, that, individually or in the aggregate, has caused or would reasonably be expected to cause a Material Guarantor Loss Event. (g) Except for a valid leasehold interest in the property located at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, the Guarantor does not own, or have any leasehold interest in, any real property. (h) Set forth on Schedule 14(h) hereto is a true, accurate and complete list of all material Property of the Guarantor. The Guarantor has good title to all of such material Property, and none of such material Property is subject to any Lien other than Guarantor Permitted Liens. (i) There are no direct subsidiaries of the Guarantor except for the Borrower. All of the outstanding Capital Stock of the Borrower is owned beneficially and of record by the Guarantor, free and clear of all Liens other than the Liens described in item (i) and (ii) of Section 16(b) hereof. The sole business of the Guarantor is to hold the Capital Stock of the Borrower, and the Guarantor has no other business operations except those incidental to being a holding company of the Borrower. (j) The Guarantor is in compliance in all material respects with all applicable provisions of ERISA. Neither a Reportable Event (other than the reorganization proceedings resulting from the Reorganization Plan) nor a Prohibited Transaction has occurred and is continuing with respect to any Employee Plan. No notice of intent to terminate an Employee Plan has been filed, nor has any Employee Plan been terminated. No circumstances exist which constitute grounds entitling the PBGC to institute proceedings to terminate, or appoint a trustee to administer, an Employee Plan, nor has the PBGC instituted any such proceedings, nor has any Lien in favor of the PBGC arisen from the termination of any Single Employer Plan. Neither the Guarantor nor any Commonly Controlled Entity has completely or partially withdrawn from a Multiemployer Plan. The Guarantor and each Commonly Controlled Entity has met its minimum funding requirements under ERISA with respect to all of its Employee Plans, and the present value of all vested benefits under each Employee Plan does not exceed the fair market value of all Employee Plan assets allocable to such benefits, as determined on the most recent valuation date of the Employee Plan and in accordance with the provisions of ERISA. Neither the Guarantor nor any Commonly Controlled Entity has incurred any liability to the PBGC under ERISA or would reasonably be expected to become subject to any liability under ERISA if it were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No such Multiemployer Plan is in Employee Plan Reorganization or Employee Plan Insolvency. (k) The Guarantor (i) possesses all licenses, permits, franchises and certificates necessary for the conduct of its business substantially as now conducted and as presently proposed to be conducted and (ii) is not insolvent in violation of any valid rights of any Person with respect to any of the foregoing or the use thereof, except where the failure to possess such license, permit, franchise or certificate or the violation of such rights that, individually or in the aggregate, has not caused and would not reasonably be expected to cause a Material Guarantor Loss Event. (l) The Guarantor (i) owns, or is licensed to use, all Intellectual Property necessary for the conduct of the Guarantor's business substantially as now conducted and (ii) is not in violation of any valid rights of any Person with respect to any of the foregoing or the use thereof, except for violations of such rights that, individually or in the aggregate, have not caused and would not reasonably be expected to cause a Material Guarantor Loss Event. No claim has been asserted and is pending by any Person challenging or questioning the use of any Intellectual Property or the validity or effectiveness of any Intellectual Property that, individually or in the aggregate, has caused and would reasonably be expected to cause a Material Guarantor Loss Event, nor does the Guarantor know of any valid basis for any such claim. (m) The Guarantor has filed or caused to be filed all federal, state, local, municipal, foreign and other Tax returns which are required to be filed and has sufficient cash paid all Taxes shown to be due and payable on hand to purchase the Maximum Standby Purchase Commitment such returns or on any assessments made against it or any of Shares its Property and all other Taxes, fees or other charges (including any interest or penalty thereon) imposed on the terms Guarantor or any of its Property by any Governmental Authority (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and conditions contained in this Agreement and will with respect to which reserves to the extent required by GAAP have such funds been provided on the Closing Datebooks of the Guarantor). Such Standby Purchaser has, simultaneously with No Lien other than Liens for Taxes not yet due or prior which are being contested in good faith by appropriate proceedings (but in each case only to the execution extent that adequate reserves with respect thereto are maintained on the books of the Guarantor to the extent required by GAAP) has been filed, and delivery no claim is being asserted, with respect to any such Tax, fee or other charge. Except as set forth on Schedule 14(m) hereto, there is no ongoing audit or, to the best of this Agreementthe Guarantor's knowledge, provided other governmental investigation into the Representatives with evidence or substantiation that such Standby Purchaser has Tax liability of the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation Guarantor. (n) (i) Set forth on Schedule 14(n)(i) hereto is a true true, complete and accurate representation list of all Indebtedness of the Guarantor as of the effective date of the Reorganization Plan, in each case showing the principal amount outstanding thereunder, the name of the lender in respect thereof and the name of any Person which has directly or indirectly guaranteed such Indebtedness. (ii) The Guarantor has no Unfunded Commitments. (iii) Set forth on Schedule 14(n)(iii) hereto is, as of the date hereof, a true, complete and accurate list of all of the bank and other depository accounts of the Guarantor, in each case showing the name on the account, the account number, the institution at which such account is held, the address of such meansinstitution, the identity of the primary contact at such institution for such account and the extent to which the funds in such account contain any funds held in trust for or on behalf of any customer or third Person. All cash and cash equivalents of the Guarantor are held in one or more Approved Deposit Accounts (as defined in the Parent Pledge Agreement). (iv) Such Standby Purchaser has not entered into any contractsSet forth on Schedule 14(n)(iv) hereto is, arrangements, understandings or relationships (legal or otherwise) with person or persons (other than FBS) with respect to the securities as of the Companydate hereof, includinga true, but not limited to, transfer or voting complete and accurate list of any all of the securities, finder’s feescommodity, joint venturesand other brokerage accounts of the Guarantor, loan in each case showing the name on the account, the account number, the institution at which such account is held, the address of such institution, the identity of the primary contact at such institution for such account and the extent to which the financial assets in such account contain are held in trust for or option arrangementson behalf of any customer or third Person. All securities, puts notes, and other non-cash or calls, guarantees non-cash-equivalent financial assets or instruments of profits, division of profits the Guarantor are held in one or loss, or more Control Accounts (as defined in the giving or withholding or proxiesParent Pledge Agreement). (vo) If such Standby Purchaser is an entity, the execution and delivery of this Agreement, the consummation by the Standby Purchaser of the transactions contemplated hereby and the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser The Guarantor's obligations under this Section 6(B) is several and not joint and is made as to such Standby Purchaser onlyGuaranty rank senior to, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties made under this Section 6(B).or pa

Representation and Warranties. A. FBS (a) The Chargor acknowledges that the Chargee has entered into this Charge and the Security Documents in full reliance of the representations and warranties by the Chargor on the following terms and the Chargor now represents and warrants to the Standby Purchasers that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS Chargee that: (i) If such Standby Purchaser is an entity, such Standby Purchaser is a Delaware corporation, was duly formed and is validly existing and in good standing under the laws constitution of its state of formation, with the Chargor includes provisions which give power and authority for the Chargor to own its assets, carry on its business and operations as they are now being conducted, and to execute and deliver, and to perform its obligations under this Agreement.Charge; (ii) If such Standby Purchaser is an entity, the execution, delivery and performance of this Agreement by such Standby Purchaser and the consummation by such Standby Purchaser of the transactions contemplated hereby have been duly authorized by all necessary action of the Standby Purchaser. Regardless of whether such Standby Purchaser is an entity or natural person, this Agreement, when duly executed and delivered by FBS, will constitute a valid and legally binding instrument of such Standby Purchaser, enforceable against such Standby Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity principles. (iii) Such Standby Purchaser is not insolvent and has sufficient cash on hand to purchase the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with or prior to neither the execution and delivery of this AgreementCharge nor the performance of any of the transactions contemplated herein does or will contravene or constitute a default under, provided or cause to be exceeded any limitation on the Representatives Chargor or the powers of its directors imposed by or contained in, (1) any law by which it or any of its subsidiaries or any of its assets are bound or affected, (2) its constitution or (iii) any agreement to which it or any of its subsidiaries are a party or by which any of its assets are bound; (iii) all consents, licences, approvals, authorisations, orders and exemptions of any ministry, agency, department or authority in Malaysia and elsewhere which are required or advisable to be obtained in connection with evidence the execution, delivery and performance, legality and enforceability of this Charge have been obtained and are in full force and effect and that no further consent, licence, approval, authorisation, order or substantiation that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation exemption is a true and accurate representation of such means.required; (iv) Such Standby Purchaser has not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with person or persons (other than FBS) with respect those Security Interest created pursuant to the securities Security Documents, none of the Companyassets of the Chargor is affected by any Security Interest, including, but and the Chargor is not limited a party to, transfer or voting of nor any of its assets bound by, any order, agreement or instrument under which the securitiesChargor is (or in certain events may be,) required to create, finder’s fees, joint ventures, loan assume or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxies.permit to exist any Security Interests; (v) If the Chargor is the beneficial owner and has title to the Lease and/or the Land and all its assets; (vi) this Charge is and will be legal, valid and binding and the obligations of the Chargor are enforceable in accordance with the terms herein contained and will be direct, unconditional and general obligations of the Chargor; and (vii) the Chargor shall cover/insure all its assets and properties for a sum satisfactory to the Chargee against loss of damage by fire, lighting, tempest, flood, riot, civil, commotion, malicious acts and strike and such Standby Purchaser is an entity, other risks. (b) The representations and warranties set out in Clause 2.8(a) shall survive the execution signing and delivery of this Agreement, the consummation by the Standby Purchaser Charge and any utilisation of the transactions contemplated hereby Facilities and until the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents full and final settlement of the Standby Purchaser. For the avoidance of doubt, Indebtedness. (c) The Chargor warrants that each representation or and warranty made by a Standby Purchaser under this Section 6(Bin Clause 2.8(a) is several and not joint and or shall be correct in all respects on each date on which a disbursement of the Facilities is requested or made as if repeated by reference to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties made under this Section 6(B)then existing circumstance.

Representation and Warranties. A. FBS To induce Agents and required Lenders to enter into this Amendment, each of the Borrower and the other Loan Parties hereby jointly and severally represents and warrants to the Standby Purchasers that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS that: (ia) If such Standby Purchaser is an entity, such Standby Purchaser is a Delaware corporation, was duly formed and is validly existing and in good standing under the laws of its state of formation, with the power and authority to perform its obligations under this Agreement. (ii) If such Standby Purchaser is an entity, the The execution, delivery and performance by each loan Party of this Agreement by such Standby Purchaser Amendment and the consummation by such Standby Purchaser performance of the transactions contemplated hereby Forbearance Agreement as amended by this Amendment (the “Amended Forbearance Agreement”) (i) are within such Loan Party’s corporate or similar powers and, at the time of execution thereof, have been duly dully authorized by all necessary corporate and similar action (including, if applicable, consent of the Standby Purchaser. Regardless holders of whether its Securities), (ii) do not (A) contravene such Standby Purchaser is Loan Party’s Constituent Documents, (B) violate any material Requirement of law in any material respect, (C) in any material respect, conflict with, contravene, constitute a default or breach under any material Contractual Obligation of any Loan Party or any of its Subsidiaries, or result in or permit the termination or acceleration of any such material Contractual Obligation, or (D) result in the imposition of any Lien (other than a Permitted Lien) upon any property of any Loan Party or any of its Subsidiaries and (iii) do not require any Permit of, or filing with, an entity Governmental Authority or natural personany consent of, or notice to, any Person. (b) From and after its delivery to the Agents, this Agreement, when Amendment has been duly executed and delivered to the other parties hereto by FBSeach Loan Party party hereto and this Amendment and the Amended Forbearance Agreement are each the legal, will constitute a valid and legally binding instrument obligation of such Standby Purchaser, Loan Party and are each enforceable against such Standby Purchaser Loan Party in accordance with its terms, subject to except as may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and generally or by general equitable principles relating to general equity principlesenforceability. (iiic) Such Standby Purchaser No Default or Event of Default (other than the Specified Events of Default (as defined in the Forbearance Agreement)) has occurred and is not insolvent and has sufficient cash on hand continuing after giving effect to purchase this Agreement. (d) Except for the Maximum Standby Purchase Commitment Governmental Investigation (as defined in the Forbearance Agreement) no action, claim or proceeding is now pending or, to the knowledge of Shares on the terms and conditions contained any Loan Party, threatened against any Loan Party, at law, in equity or otherwise, before any court, board, commission, agency or instrumentality of any federal, state, or local government or of any agency or subdivision thereof, or before any arbitrator or panel of arbitrators, which (i) challenges any Loan Party’s right, power, or competence to enter into this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with or prior to the execution and delivery perform any of this Agreement, provided the Representatives with evidence or substantiation that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation Amendment, the Amended Forbearance Agreement or any other Loan Document, or the validity or enforceability of this Amendment, the Amended Forbearance Agreement or any other Loan Document or any action taken under this Amendment, the Amended Forbearance Agreement or any other Loan Document or (ii) if determined adversely, is reasonably likely to have or result in a true and accurate representation of such means.Material Adverse Effect, (ive) Such Standby Purchaser has not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with person or persons (other than FBS) After giving effect to this Amendment and except with respect to the securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxies. (v) If such Standby Purchaser is an entity, the execution and delivery of this Agreement, the consummation by the Standby Purchaser of the transactions contemplated hereby Governmental Investigation and the compliance by the Standby PurchaserSpecified Events of Default, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties of Borrower and the other Loan Parties contained in the Credit Agreement and each other Loan Document are true and correct in all material respects (provided, that if any representation or warranty is by its terms qualified by concepts of materiality, such representation shall be true and correct in all respects) on and as of the Second Amendment Effective Date hereof with the same effect as if such representations and warranties had been made under this Section 6(B)on and as of such date, except that such representation or warranty which is expressly made only as of a specified date need be true only as of such date.

Representation and Warranties. A. FBS (a) Each Limited Partner represents and warrants to the Standby Purchasers that FBS other parties hereto as follows: (1) The Limited Partner has acquired or will only sell Shares acquire such Limited Partner's Interest in the Partnership for such Limited Partner's own account as principal for investment and not with a view to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offeringresale or other disposition of all or any part thereof or any interest therein. B. Each Standby Purchaser severally(2) The Limited Partner understands that the Interests in the Partnership have not been registered under the Securities Act of 1933, as amended (the "Act") or the securities laws of any state, and are being offered and sold in reliance upon an exemption to such registration and are subject to substantial restrictions on transfer. (3) The Limited Partner understands that no public or private market for the Interests in the Partnership is likely to develop and that since the Interests in the Partnership have not jointlybeen registered under the Act, represents the Limited Partner cannot and warrants the Limited Partner agrees and understands that the Limited Partner will not sell or otherwise transfer and dispose of any of the Interest in the Partnership unless a registration statement with respect to such Standby Purchaser only, to FBS that: (i) If such Standby Purchaser transfer or disposition is an entity, such Standby Purchaser is a Delaware corporation, was duly formed and is validly existing and in good standing effect under the Act and any other applicable state or federal securities laws or such transfer or disposition is exempt from registration under the Act or is otherwise in compliance with other relevant state or federal securities laws or unless the General Partner or the Partnership approve such a sale or transfer (which approval may be withheld). The Limited Partner further understands that: (A) the Partnership has no obligation or intention to register the Interest in the Partnership for resale under any federal or state securities laws or to take any action (including the filing of its state reports or the publication of formation, with information required by Rule 144 under the power and authority to perform its obligations under this Agreement. (iiAct) If such Standby Purchaser is an entity, that would make available any exemption from the execution, delivery and performance of this Agreement by such Standby Purchaser and the consummation by such Standby Purchaser of the transactions contemplated hereby have been duly authorized by all necessary action of the Standby Purchaser. Regardless of whether such Standby Purchaser is an entity or natural person, this Agreement, when duly executed and delivered by FBS, will constitute a valid and legally binding instrument registration requirements of such Standby Purchaser, enforceable against such Standby Purchaser in accordance with its terms, subject laws; and (B) the Limited Partner therefore may have to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now be precluded from selling or hereinafter in effect relating to otherwise transferring or affecting creditors’ rights and to general equity principles. (iii) Such Standby Purchaser is not insolvent and has sufficient cash on hand to purchase the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with or prior to the execution and delivery of this Agreement, provided the Representatives with evidence or substantiation that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation is a true and accurate representation of such means. (iv) Such Standby Purchaser has not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with person or persons (other than FBS) with respect to the securities of the Company, including, but not limited to, transfer or voting disposing of any of the securitiesInterest in the Partnership for an indefinite period of time or at any particular time and may therefore have to bear the economic risk of an investment in the Interest in the Partnership for an indefinite period of time. The Limited Partner further acknowledges that the Interest in the Partnership may not be sold without the express written consent of the General Partner and compliance with all relevant provisions of the Partnership Agreement, finder’s plus all applicable filing fees, joint ventures, loan . The Limited Partner also acknowledges that the Limited Partner will be responsible for compliance with all conditions on transfer imposed by any blue sky or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or state securities law administrator and will hold the giving or withholding or proxiesPartnership and the General Partner harmless from any breach thereof. (v4) If such Standby Purchaser is an entity, the execution and delivery of this Agreement, the consummation by the Standby Purchaser The Limited Partner understands that no federal or state agency has approved or disapproved of the transactions contemplated hereby and Interest in the compliance by the Standby PurchaserPartnership, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties made under this Section 6(B).passed upon or

Representation and Warranties. A. FBS 3.1 The Seller represents and warrants to the Standby Purchasers that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS that: (i) If such Standby Purchaser is an entityThe Seller has been duly organized, such Standby Purchaser is a Delaware corporation, was duly formed and is validly existing and is in good standing (if applicable) under the laws of its state of formationSingapore, with and has the corporate power and authority to execute and deliver this Agreement and perform its obligations under this Agreement.hereunder; (ii) If such Standby Purchaser is an entity, the execution, The execution and delivery and performance of this Agreement by such Standby Purchaser the Seller and the consummation performance by such Standby Purchaser the Seller of the transactions contemplated hereby its obligations hereunder have been duly authorized by all necessary corporate action on the part of the Standby PurchaserSeller. Regardless of whether such Standby Purchaser is an entity or natural person, this Agreement, when This Agreement has been duly executed and delivered by FBSthe Seller and, will constitute assuming due authorization, execution and delivery by the other Party thereto, constitutes a valid and legally binding instrument agreement of such Standby Purchaserthe Seller, enforceable against such Standby Purchaser the Seller in accordance with its terms, terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar other laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights generally and general principles of equity). This Agreement is in proper legal form to be enforceable against the Seller in accordance with its terms in Korea and to general equity principles.ensure the legality, validity, enforceability or admissibility into evidence in Korea of this Agreement, and it is not necessary that this Agreement be filed or recorded with any court or other authority in Korea; (iii) Such Standby Purchaser is not insolvent On the date hereof and has sufficient cash on hand to purchase the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with or prior the Seller is the only record and beneficial owner of the Target Shares and has good and marketable title to the execution Target Shares, free and delivery clear of this Agreementany and all lien, provided pledge, mortgage, security interest, lease, charge, conditional sales contract, option, restriction, reversionary interest, right of first refusal or other transfer restriction, voting trust arrangement, preemptive right, claim, easement or any other encumbrance, adverse claim or right or demands of any nature whatsoever (“Liens or Other Encumbrances”) (including any restriction on the Representatives with evidence right to vote, sell or substantiation that such Standby Purchaser otherwise dispose of the Target Shares). The Seller has the financial means corporate or other applicable organizational power and authority to satisfy its financial obligations under sell, transfer, assign and deliver the Target Shares to the Purchaser as provided in this AgreementAgreement free and clear of any and all Liens or Other Encumbrances (including any restriction on the right to vote, sell or otherwise dispose of the Target Shares). The foregoing evidence Seller will transfer and substantiation is a true deliver to the Purchaser at the Closing valid title to such Shares free and accurate representation clear of such means.any and all Liens or Other Encumbrances (including any restriction on the right to vote, sell or otherwise dispose of the Target Shares); (iv) Such Standby Purchaser has The execution, delivery and performance by the Seller of this Agreement and the consummation by the Seller of the transactions contemplated hereby do not entered into and will not (a) violate, conflict with or result in a breach by the Seller of the organizational documents of the Seller, (b) violate, conflict with or result in a breach of, or constitute a default by the Seller (or create an event which, with or without notice or lapse of time or both, would constitute a default) or give rise to any contractsright of termination, arrangementscancellation or acceleration under, understandings or relationships result in the creation of any Lien or Other Encumbrance upon such properties of the Seller or on the Target Shares under, any contract to which the Seller or any of its properties may be bound, (legal c) violate or otherwiseresult in a breach of any governmental order or applicable law or (d) with person require any order, consent, approval or persons authorization of, or notice to, or declaration, filing, application, qualification or registration by the Seller with, any governmental authority; (other than FBSv) with respect There is no action, suit, investigation or proceeding (or any basis therefor) pending against, or to the knowledge of the Seller, threatened against or affecting, the Seller or any of its properties before any governmental authority which, individually or in the aggregate, if determined or resolved adversely in accordance with the plaintiff’s demands, would reasonably be expected to have an adverse impact on the ownership of the Target Shares or which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement; (vi) Other than as set forth in Schedule 3.1(vi), the execution, delivery and performance by the Seller of this Agreement and the consummation of the transactions contemplated hereby require no action by or in respect of, or filing with, any governmental authority; (vii) The Company is a joint stock corporation duly organized and validly existing under the laws of Korea, with the power and authority (corporate and other) to own, lease and operate its properties and conduct its business as currently conducted, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification; (viii) The authorized Capital Stock of the Company is 2,595,444 shares with par value 500 Won per share. 1,684,500 shares of Common Stock are issued and outstanding and 910,944 shares of Preferred Stock are issued and outstanding. All such issued and outstanding shares are duly authorized, validly issued, fully paid and non-assessable and except for such shares of Common Stock and Preferred Stock, there exist no other shares of capital stock or other equity related securities of the Company; (ix) There are outstanding stock options (the “Stock Options”) to purchase an aggregate of 87,000 shares of Common Stock, none of which are vested, and an aggregate of 17,500 shares of Common Stock are reserved for issuance pursuant to the issuance of Stock Options approved by the shareholders of the Company on December 11, 2009, September 7, 2010 and February 1, 2012 (the “Stock Option Grants”); (x) All outstanding capital shares of the Company have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth above, there are no outstanding (a) shares of capital stock or voting securities of the Company, including, but not limited to, transfer (b) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (c) options or other rights to acquire from the Company, or other obligation of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company (the items in sub-clause (a), (b) and (c), the “Company Securities”); (xi) Except for this Agreement and the Stock Option Grants, there is no contract or obligation of any of kind (and no authorization therefore has been given) obligating the securities, finder’s fees, joint ventures, loan Company or option arrangements, puts any other person (a) to issue or calls, guarantees of profits, division of profits or losssell, or the giving cause to be issued or withholding sold, any Company Securities; or proxies.(b) to repurchase, redeem or otherwise acquire any Company Securities; (vxii) If such Standby Purchaser is an entityThe execution, the execution delivery and delivery performance by any Party of this Agreement, Agreement and the consummation by the Standby Purchaser any Party of the transactions contemplated hereby do not and will not (a) violate, conflict with or result in a breach by the Company of the articles of incorporation of the Company, (b) violate, conflict with or result in a breach of, or constitute a default (or create an event which, with or without notice or lapse of time or both, would constitute a default) under or give rise to any right of termination, cancellation or acceleration under, or give rise to a loss of any benefit to which the Company is entitled under any contract to which the Company is a party or under which the Company or any of its assets or properties may be bound, (c) violate or result in a breach of any governmental order or applicable law, or (d) result in the creation of any Lien or Other Encumbrance upon any of the assets or properties of the Company; (xiii) Other than as set forth in Schedule 3.1(xiii), the execution, delivery and performance by the Company of this Agreement and the compliance consummation of the transactions contemplated hereby require no action by or in respect of, or filing with, any governmental authority; (xiv) No consents from third parties are necessary in order to complete the Standby Purchaser, sale of any Target Shares or to consummate the transactions contemplated by this Agreement in accordance with the terms hereofof this Agreement, do without (a) causing the termination of any material agreement to which the Company is a party, (b) causing a material interruption of the business of the Company, (c) giving rise to an obligation of the Company to any director, officer or employee of the Company, immediately or upon termination of employment of such director, officer or employee following a specified period or upon a specified event, or (d) triggering any other provision of any agreement to which the Company or any Seller is a party and the triggering of which would have, or could be reasonably expected to have, individually or in the aggregate, a material adverse effect; (xv) Attached hereto as Schedule 3.1(xv) are copies of the (i) audited financial statements of the Company (and the notes and schedules thereto) as of and for the year ended December 31, 2011 and (ii) unaudited financial statements of the Company as of and for the six months ended June 30, 2012. Such financial statements are collectively referred to herein as the “Financial Statements.” The Financial Statements (a) are true, correct and complete and have been prepared in accordance with the books and records of the Company, (b) have been prepared in accordance with Korean GAAP, applied on a consistent basis throughout the periods indicated therein, and (c) fairly present the financial condition and results of operations and cash flows of the Company, as of the dates and for the periods to which they relate, subject to normal adjustments in connection with audit in the case of any unaudited interim financial statements, which will not violate be material in amount or significance in the aggregate; (xvi) Except as set forth in Schedule 3.1(xvi), since July 1, 2012, the Company has conducted it business only in the ordinary course of business consistent with past practices and there has not been (a) any event, occurrence, development or state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect; (b) any amendment of the memorandum and articles of incorporation or other similar organizational documents (whether by merger, consolidation or otherwise) of the Standby Purchaser. For Company; (c) any splitting, combination or reclassification of any shares of capital stock of the avoidance Company or declaration, setting aside or payment of doubtany dividend or other distribution (whether in cash, each representation stock or warranty made property or any combination thereof) in respect of the capital stock of the Company, or redemption, repurchase or other acquisition or offer to redeem, repurchase, or otherwise acquire any Company Securities; (d) (x) any issuance, delivery or sale, or authorization of the issuance, delivery or sale of, any shares of any Company Securities, other than the issuance of Company Securities to certain of the Company’s employees pursuant to the Stock Option Grants or (y) any amendment of any term of any Company Security, whether by merger, consolidation or otherwise; any incurrence of any capital expenditures or any obligations or liabilities in respect thereof by the Company; any acquisition (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, by the Company of any assets, securities, properties, interests or businesses; (e) any sale, lease or other transfer, or creation or incurrence of any Lien or Other Encumbrance on any assets, securities, properties, interests or businesses of the Company; (f) the making by the Company of any loans, advances or capital contributions to, or investments in, any other person; (g) the creation, incurrence, assumption or sufferance to exist by the Company of any indebtedness for borrowed money or guarantees thereof; (h) any damage, destruction or other casualty loss (whether or not covered by insurance) affecting the business or assets of the Company; (i) the entry into, amendment or modification, or termination of any material agreement or waiver, release or assignment of any material rights, claims or benefits of the Company; (j) (1) the grant or increase of any severance or termination payment to (or amend any existing arrangement with) any director, officer or employee of the Company, (2) any increase in benefits payable under any existing severance or termination payment policies or employment agreement or service agreement, (3) the entry into any employment, deferred compensation or other similar agreement (or amendment of any such existing agreement) with any director, officer or employee of the Company, (4) the establishment, adoption or amendment of any collective bargaining, bonus, profit-sharing, thrift, pension, retirement, deferred compensation, compensation, stock option, restricted stock or other benefit plan or arrangement covering any director, officer or employee of the Company or (5) any increase in compensation, bonus or other benefits payable to any director, officer or employee of the Company; (k) any labor dispute or any activity or proceeding by a Standby Purchaser under this Section 6(Blabor union or representative thereof to organize any employees of the Company, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to any employees; (l) any change in the Company’s methods of accounting, except as required by concurrent changes in Korean GAAP as agreed to by its independent public accountants; (m) any settlement, or offer or proposal to settle (x) any litigation, investigation, arbitration, proceeding or other claim involving or against the Company, (y) any shareholder litigation or dispute against the Company; or (z) any litigation, arbitration, proceeding or dispute that relates to the transactions contemplated hereby; or (n) any tax election, change any annual tax accounting period made or changed, any method of tax accounting adopted or changed, any tax returns amended or claims for tax refunds filed, any tax claim, audit or assessment settled, or any right to claim a tax refund, offset or other reduction in tax liability surrendered; (xvii) There are no material liabilities of the Company of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is several no existing condition, situation or set of circumstances which would reasonably be expected to result in such a liability, other than liabilities provided for in the Financial Statements; (xviii) (x) (a) The Company is not indebted, either directly or indirectly, to the Seller or any of its affiliates in any amount whatsoever and not joint (b) no Seller or its affiliate is, directly or indirectly, a party to or otherwise an interested party with respect to any contract with the Company, and is made as (y) with respect to such Standby Purchaser onlycontract as disclosed in Schedule 3.1(xviii), if any, the Company has entered into each such contract in a bona fide, arm’s-length manner; (xix) Since July 1, 2012, the Company has not, directly or indirectly, including through any of its affiliates: (i) extended credit, arranged to extend credit, or renewed any extension of credit, in the form of a personal loan, to or for any director or executive officer of the Company, or to or for any affiliate of any director or executive officer of the Company, or (ii) made any material modification, including any renewal thereof, to any term of any personal loan to any director or executive officer of the Company, or any affiliate of any director or executive officer; (xx) All tax returns, reports and statements required to be filed by the Company (the “Tax Returns”) have been filed on a timely basis with the appropriate governmental authority, and each Standby Purchaser agrees to indemnify all Tax Returns reflect accurately the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach tax liabilities of the representations Company for the periods, properties, or events covered thereby in all material respects. All taxes, including those called for by the Tax Returns, or claimed to be due by any governmental authority from the Company, or upon or measured by properties, assets, capital, turnover, or income of the Company, have been paid (other than taxes that are not due and warranties made under this Section 6(B).have been adequately reserved for on the relevant Fi

Representation and Warranties. A. FBS (a) Each Holder, as to itself, hereby represents and warrants to the Standby Purchasers that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS Lender that: (i) If such Standby Purchaser is an entity, such Standby Purchaser is a Delaware corporation, was duly formed and is validly existing and in good standing under the laws of its state of formation, with the power and authority to perform its obligations under this Agreement. (ii) If such Standby Purchaser is an entity, the execution, delivery and performance of this This Agreement by such Standby Purchaser and the consummation by such Standby Purchaser of the transactions contemplated hereby have has been duly authorized by all necessary action of the Standby Purchaser. Regardless of whether such Standby Purchaser is an entity or natural person, this Agreement, when duly executed and delivered by FBS, will constitute a such Holder and constitutes the valid and legally binding instrument obligation of such Standby PurchaserHolder, enforceable against such Standby Purchaser Holder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity principles.; (iiiii) Such Standby Purchaser is not insolvent and has sufficient cash on hand to purchase the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with or prior to Neither the execution and delivery of this AgreementAgreement nor compliance with its terms will result in any breach of the terms, provided conditions or provisions of, or conflict with or constitute a default under, or result in the Representatives with evidence creation of any lien upon any property or substantiation that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation is a true and accurate representation assets of such meansHolder pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness, agreement or other instrument to which such Holder may be party or by which such Holder or any of such Holder’s properties or assets may be bound, or violate any provision of law or any applicable order, writ, injunction, judgment or decree of any court, or any order or other public regulation of any governmental commission, bureau or administrative agency; and (iii) Such Holder owns, of record and beneficially, the number of Preferred Shares listed opposite such Holder’s name on Exhibit A, free and clear of any liens, charges or encumbrances. (ivb) Such Standby Purchaser has not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with person or persons (other than FBS) with respect Borrower hereby represents and warrants to the securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxies.Lender that: (vi) If such Standby Purchaser is an entityThis Agreement has been duly executed and delivered by Borrower and constitutes the valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms; (ii) Neither the execution and delivery of this AgreementAgreement nor compliance with its terms will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien upon any property or assets of Borrower pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness, agreement or other instrument to which Borrower may be party or by which Borrower or any of Borrower’s properties or assets may be bound, or violate any provision of law or any applicable order, writ, injunction, judgment or decree of any court, or any order or other public regulation of any governmental commission, bureau or administrative agency; and (iii) As of the date hereof, the consummation by the Standby Purchaser authorized capital stock of the transactions contemplated Company consists of (i) 25,000,000 shares of common stock and (ii) 5,000,000 shares of preferred stock of which, as of the date hereof, 2,500,000 Preferred Shares are issued and outstanding. As of the date hereof, no shares of the Company’s Series A Preferred Stock, par value $0.001 per share, or Series B Preferred Stock, par value $0.001 per share, are outstanding. All shares of the Company’s Series C Preferred Stock, par value $4.00 per share, that were ever issued have been validly cancelled. As of the date hereof, the Holders own all of the outstanding Preferred Shares. (c) The Borrower hereby represents and warrants to the Holders that: (i) This Agreement has been duly executed and delivered by Borrower and constitutes the valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms; (ii) Neither the execution and delivery of this Agreement nor compliance with its terms will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien upon any property or assets of Borrower pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness, agreement or other instrument to which Borrower may be party or by the Standby Purchaserwhich Borrower or any of Borrower’s properties or assets may be bound, or violate any provision of law or any applicable order, writ, injunction, judgment or decree of any court, or any order or other public regulation of any governmental commission, bureau or administrative agency; and (iii) The Borrower is in compliance with the terms hereof, do not violate the organizational documents and conditions of the Standby Purchaser. For Certificate of Designation, the avoidance Securities Purchase Agreement (as defined in the Certificate of doubtDesignation), each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made the Registration Rights Agreement (as to such Standby Purchaser onlydefined in the Certificate of Designation), and each Standby Purchaser agrees to indemnify the other Standby Purchasers for all documents and agreements executed in connection with any liability arising from such Standby Purchaser’s breach of the representations foregoing, all of which are in full force and warranties made under this Section 6(B)effect, enforceable against Borrower in accordance with their respective terms.

Representation and Warranties. A. FBS represents 11.1 The Company and warrants the Existing Shareholders (hereinafter in this Sec. 9 collectively the “Guarantors”), represent and warrant by way of an independent guarantee in the meaning of section 311 of the German Civil Code (BGB) to the Standby Purchasers Lender (provided, however, that FBS will only sell Shares the Lender do not represent and warrant vis-à-vis themselves), to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at extent legally permissible, as of the Purchase Price pursuant to date hereof and the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS date of Conversion that: (ia) If such Standby Purchaser is an entity, such Standby Purchaser The Company is a Delaware corporationcorporation duly organized, was duly formed and is validly existing and in good standing under the laws of its state of formation, with the Germany and has all corporate power and corporate authority required to execute, deliver and perform its obligations under this AgreementAgreement (“Guarantee”); (b) The acquisition by the Lender of a majority of the share capital of the Company upon Conversion will not lead to any termination or acceleration of any outstanding financial indebtedness of the Company or any of the Existing Shareholders; (c) The Company has not issued any warrants or any other instrument or right convertible into, or exchangeable or exercisable for any class or series of shares in the Company, other than that certain warrant issued to H▇▇▇▇▇▇. (iid) If such Standby Purchaser is an entityThere are no actions, suits or proceedings pending or, to the execution, delivery and performance of this Agreement by such Standby Purchaser and the consummation by such Standby Purchaser knowledge of the transactions contemplated hereby have been duly authorized by all necessary action Borrower or any of the Standby Purchaser. Regardless of whether such Standby Purchaser is an entity or natural personExisting Shareholders, this Agreement, when duly executed and delivered by FBS, will constitute a valid and legally binding instrument of such Standby Purchaser, enforceable against such Standby Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity principles. (iii) Such Standby Purchaser is not insolvent and has sufficient cash on hand to purchase the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with or prior to the execution and delivery of this Agreement, provided the Representatives with evidence or substantiation that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation is a true and accurate representation of such means. (iv) Such Standby Purchaser has not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with person or persons (other than FBS) threatened with respect to the securities of Company or the Company, including, but not limited to, transfer Existing Shareholders. (e) No insolvency or voting of similar proceedings have been initiated with respect to the Company or any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxiesExisting Shareholders. (vf) Set forth in Annex 4 are listed all IP Rights and Technology (as such terms are defined in the Pledge of IP Rights and Assignment of Use Rights by and between the Company and H▇▇▇▇▇▇ dated as of 17 September 2018 (the “IP Pledge Agreement”) owned or licensed to the Company. The representations and warranties as contained in the Section 12 of the IP Pledge Agreement are hereby repeated for the benefit of the Lender as if given to it as of the date hereof and the date of Conversion. 11.2 The Guarantee shall under no circumstances be considered as an agreement on the legal and factual nature (Beschaffenheitsvereinbarungen) as defined in section 434 paragraph 1 of the German Civil Code or as a guarantee for certain features of goods sold (Garantie für die Beschaffenheit der Sache) as defined in section 443 para. 1 and section 444 of the German Civil Code. Subject to mandatory law, in particular section 123 and section 276 of the German Civil Code (BGB) and except as otherwise expressly provided in this Agreement the Guarantees as set out in this Sec. 9 are exhaustive and no further representations and warranties are deemed to be given by the Guarantors. 11.3 If the Guarantee turns out to be not true or accurate, then the Lender shall have the right to raise a claim for the breach of such Standby Purchaser is an entityGuarantee against the respective Guarantor. Within two (2) weeks following such claim having been made in writing towards the respective Guarantor, the execution respective Guarantor shall put the Lender in such a position as they would have been in, had the respective Guarantee been true and delivery accurate in every respect (restitution in kind; Nat-uralrestitution). In the event of this Agreement, the consummation by the Standby Purchaser of the transactions contemplated hereby and the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations Guarantees and warranties made under if the respective Guarantor is unable to achieve the remediation pursuant to the preceding sentence, each of the Guarantors shall be liable to the Lender for any of the losses, costs or expenses incurred by the Lender or the Borrower) resulting from a breach of the Guarantees, Sec. 249 et seq. BGB shall apply accordingly. The aggregate liability of the Guarantors shall be limited to an amount equal to the Convertible Loan and accrued interests thereunder. 11.4 Notwithstanding anything to the contrary herein, nothing in this Section 6(BAgreement shall have the effect of limiting any liability of the respective Guarantor arising from misconduct (Vorsatz) or fraudulent misrepresentation (arglistige Täuschung).

Representation and Warranties. A. FBS represents and warrants (a) As of the date of delivery of each Mortgage Loan to the Standby Purchasers that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS thatBuyer: (i) If Lender represents and warrants to Buyer that (A) Lender has not assigned, hypothecated, transferred, pledged, or otherwise conveyed the Collateral to any other party, or recorded any assignment of mortgage or deed of trust relating to such Standby Purchaser Mortgage Loan, and (B) during the period that Buyer holds the Collateral as bailee, unless and until the Collateral is an entityreturned by Buyer to Lender, Lender will not assign, hypothecate, transfer, pledge, or otherwise convey any of Lender's right, title, or interest in such Standby Purchaser is a Delaware corporation, was duly formed and is validly existing and in good standing under the laws Collateral; nor will Lender need or cause to be needed any assignment of its state mortgage or deed of formation, with the power and authority trust relating to perform its obligations under this Agreement.such Mortgage Loan; (ii) If such Standby Purchaser is an entity, Seller certifies to Buyer that the execution, delivery and performance of this Agreement by such Standby Purchaser and the consummation by such Standby Purchaser of the transactions contemplated hereby documents relating to each Mortgage Loan purchased have been duly authorized delivered to Buyer by all necessary action Seller or Seller's closing agent (except for any loan and security agreement 45 between Lender and Seller, and any unrecorded assignment of the Standby Purchaser. Regardless a mortgage or deed of whether such Standby Purchaser is an entity or natural person, this Agreement, when duly executed and delivered by FBS, will constitute a valid and legally binding instrument of such Standby Purchaser, enforceable against such Standby Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity principles.trust); and (iii) Such Standby Purchaser is not insolvent and has sufficient cash on hand to purchase the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with or prior to the Lender's execution and delivery of this AgreementBailee Agreement have been specifically approved by Lender. This Bailee Agreement constitutes the "written agreement" governing Lender's rights and obligations with respect to Buyer in connection with Lender's role as Seller's warehouse lender for the Mortgage Loans, provided the Representatives with evidence or substantiation that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation is a true and accurate representation Lender shall continuously maintain all components of such means"written agreement" as an official record of Lender or any successor thereof that Lender owns or controls. (ivb) Such Standby Purchaser has not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with person or persons (other than FBS) with respect to the securities Immediately following payment of the CompanyPurchase Price for a particular Mortgage Loan as described in Section 4 hereinabove, includingLender represents and warrants that (i) Lender has fully relinquished all right, but not limited totitle, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxies. (v) If such Standby Purchaser is an entity, the execution and delivery of this Agreement, the consummation by the Standby Purchaser of the transactions contemplated hereby interest it may have in and the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser onlyMortgage Loan; (ii) all notes, mortgages, and each Standby Purchaser other original documents, instruments, and materials that have been delivered to Buyer pursuant to subsection 6(a)(ii) above have been released to Buyer; and (iii) any unrecorded assignments in Lender's possession relating to such Mortgage Loan are null and void, and Lender covenants to and agrees with Buyer that Lender immediately will take any and all action necessary to indemnify the other Standby Purchasers for assign and transfer any liability arising from recorded interest in such Standby Purchaser’s breach of the representations and warranties made under this Section 6(B)Mortgage Loan to Buyer.

Representation and Warranties. A. FBS Each Grantor represents and warrants to the Standby Purchasers that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS thatas follows: (iA) If such Standby Purchaser is an entityEach Grantor has full power, such Standby Purchaser is a Delaware corporation, was duly formed authority and is validly existing and in good standing under legal right to pledge all of the laws of its state of formation, with the power and authority Collateral pledged pursuant to perform its obligations under this Agreement. (iiB) If Each Grantor is, and at the time of delivery of any Collateral required to be delivered to the Lender pursuant to Sections 5 or 12 of this Agreement will be, the legal and beneficial owner of the Collateral pledged by such Standby Purchaser Grantor hereunder. (C) The chief place of business and chief executive office of each Grantor and the office where each Grantor keeps its records concerning the Collateral described in Section I(A) hereof is an entitylocated at the address specified for such Grantor on Schedule 3(c) hereto and the address of each of the offices where each Grantor does business is set forth on Schedule 3(C) annexed hereto. (D) All of the Pledged Securities have been duly authorized and validly issued and are fully paid and nonassessable. (E) This Agreement creates a valid and perfected security interest in the Collateral, securing the payment of the Secured Obligations, and all filings and other actions necessary or desirable to perfect and protect such security interests have been duly taken or waived by Lender. (F) No consent of any other party (including, without limitation, stockholders or creditors of any Grantor or any Subsidiary of any Grantor) and no consent, authorization, approval, or other action by, and no notice to or filing with any governmental authority or regulatory body is required either (x) for the pledge by Grantors of the Collateral pursuant to this Agreement or for the execution, delivery and or performance of this Agreement by Grantors or (y) for the exercise by the Lender of the voting or other rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement; except (a) as may be required in connection with such Standby Purchaser disposition by laws affecting the offering and sale of securities generally, (b) UCC-1 filings with the Secretary of State of the State of California and the consummation by such Standby Purchaser State of the transactions contemplated hereby New York which filings have been duly authorized by all necessary action of made and (c) filings with the Standby Purchaser. Regardless of whether such Standby Purchaser is an entity or natural person, this Agreement, when duly executed and delivered by FBS, will constitute a valid and legally binding instrument of such Standby Purchaser, enforceable against such Standby Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity principlesUnited States Copyright Office. (iiiG) Such Standby Purchaser is not insolvent The Pledged Securities consisting of the stock of the Subsidiaries of SEGI constitute one hundred percent (100%) of the issued and has sufficient cash on hand to purchase outstanding shares of stock of the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with or prior to the execution and delivery of this Agreement, provided the Representatives with evidence or substantiation that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation is a true and accurate representation of such meansrespective issuers thereof. (ivH) Such Standby Purchaser has not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with person or persons (other than FBS) with respect All information set forth herein relating to the securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxiesCollateral is accurate and complete in all material respects. (vI) If such Standby Purchaser is an entity, the execution and delivery of this Agreement, the consummation by the Standby Purchaser The pledge of the transactions contemplated hereby and the compliance by the Standby PurchaserCollateral, with the terms hereofif any, do constituting Margin Stock pursuant to this agreement does not violate the organizational documents Regulation U of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties made under this Section 6(B)Federal Reserve Board.

Representation and Warranties. A. FBS Each Subscriber hereby further ------------------------------ severally represents and warrants to the Standby Purchasers that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS on its on behalf that: (ia) If such Standby The Purchaser understands that there is an entity, such Standby Purchaser no established market for the Notes or Warrants and that no public market for the Notes or Warrants is a Delaware corporation, was duly formed and is validly existing and in good standing under the laws of its state of formation, with the power and authority to perform its obligations under this Agreementcurrently foreseeable. (iib) If such Standby The Purchaser is an entityacquiring the Securities for its own account for investment purposes only and not with a view to the resale or distribution thereof. (c) The Purchaser has not and will not, directly or indirectly, offer, sell, transfer, assign, exchange or otherwise dispose of all or any of the execution, delivery and performance Securities except in accordance with the provisions of this Agreement by or the Warrants, as applicable, as long as such Standby Purchaser and the consummation by such Standby Purchaser of the transactions contemplated hereby have been duly authorized by all necessary action of the Standby Purchaser. Regardless of whether such Standby Purchaser is an entity or natural person, this Agreement, when duly executed and delivered by FBS, will constitute a valid and legally binding instrument of such Standby Purchaser, enforceable against such Standby Purchaser documents remain in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity principleseffect. (iiid) Such Standby The Purchaser is not insolvent acquiring the Notes and Warrants without having relied upon any offering literature or prospectus other than the Materials. The Purchaser has sufficient cash on hand to purchase such knowledge and experience in financial, business and tax matters that the Maximum Standby Purchase Commitment Purchaser is capable of Shares on evaluating the terms merits and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with or prior risks relating to the execution Purchaser's investment in the Securities and delivery of this Agreement, provided the Representatives with evidence or substantiation that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation is a true and accurate representation of such means. (iv) Such Standby Purchaser has not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with person or persons (other than FBS) making an investment decision with respect to the securities Company. (e) To the full satisfaction of the Purchaser, the Purchaser has been given the opportunity to obtain information and documents relating to the Company and to ask questions of and receive answers from representatives of the Company concerning the Company and the investment in the Securities. (f) The Purchaser has adequately analyzed the risks of an investment in the Securities and it has determined that the Securities are a suitable investment for the Purchaser and that the Purchaser is able at this time, and in the foreseeable future, to bear the economic risk of a total loss of its investment in the Company. (g) The Purchaser is aware that there are substantial risks attendant to an investment in the Securities. (h) The Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Act as presently in effect and is purchasing the Securities for its own account. The Purchaser has not been formed for the specific purpose of acquiring the Securities. (i) The Purchaser understands that the Notes and Warrants are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Notes and Warrants. The Purchaser hereby agrees to indemnify and hold harmless the Company and all Persons deemed to be in control of the Company from and against any and all damage, loss, liability and expense (including, but not limited towithout limitation, transfer reasonable expenses of investigation and attorneys' fees and expenses in connection with any action, suit or voting proceeding brought against the Company) incurred or suffered by the Company out of the inaccuracy of any of the securities, finder’s fees, joint ventures, loan representations or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or warranties made by the giving or withholding or proxies. (v) If Purchaser in this Article 2. All such Standby Purchaser is an entity, representations shall survive the execution and delivery of this Agreement, the consummation Materials and the purchase by the Standby Purchaser of any Securities. The Company shall give prompt written notice to the Purchaser of the transactions contemplated hereby assertion of any claim for which indemnity may be sought hereunder, specifying with reasonable particularity the basis therefor, together with any supporting information reasonably requested by the Purchaser, and the compliance amount of the damage, loss, liability or expense. If any amount is due by the Standby PurchaserPurchaser to the Company pursuant to this paragraph, with the terms hereof, do Purchaser will make such payment not violate later than 60 days after receipt by the organizational documents Purchaser of notice of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties made under this Section 6(B)amount due.

Representation and Warranties. A. FBS The Creditor represents and warrants to the Standby Purchasers that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS Security Trustee that: (ia) If such Standby Purchaser Due Incorporation it is an entityduly incorporated, such Standby Purchaser is a Delaware corporation, was duly formed and is validly existing as a limited liability company and in good standing under the laws of its state of formation, with the has all requisite corporate power and authority to own its property and other assets and to carry on its business as it is now being conducted and is authorised to do business in each jurisdiction where such qualification or authorisation is required, except where the failure to so qualify, to be so authorised or to be in good standing would not have a material adverse effect on the ability of the Creditor to perform any of its obligations under this Deed; (b) Power of the Creditor the Creditor has all requisite power to execute, deliver and perform its obligations under this Agreement. (ii) If such Standby Purchaser is an entity, Deed and compliance has been made with all necessary requirements and all necessary action has been taken to authorise the execution, delivery and performance of the same; (c) Binding obligations this Agreement by such Standby Purchaser and the consummation by such Standby Purchaser of the transactions contemplated hereby have been duly authorized by all necessary action of the Standby Purchaser. Regardless of whether such Standby Purchaser is an entity or natural person, this Agreement, when duly executed and delivered by FBS, will constitute a Deed constitutes valid and legally binding instrument obligations of such Standby Purchaser, the Creditor enforceable against such Standby Purchaser in accordance with its terms, terms subject to bankruptcythe qualifications contained in the legal opinions referred to in schedule 3 to the Loan Agreement which relate to this Deed and for this purpose any statement contained in the qualifications to any such legal opinion which relate to this Deed that no opinion is given or expressed in relation to any particular matter shall be deemed to be a qualification of such opinion as regards such matter; (d) No conflict with other obligations the execution and delivery of, insolvencythe performance of its obligations under, fraudulent transferand compliance with the provisions of, reorganizationthis Deed by the Creditor, moratorium will not (i) contravene any existing applicable law, statute, rule or regulation or any judgment, decree or permit to which the Creditor is subject except where such contravention would not or would not be likely to have a material adverse effect on the ability of the Creditor to perform any of its obligations under or otherwise to comply with the terms of this Deed, (ii) contravene or conflict with any provision of the Memorandum and similar laws Articles of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity principles. Association of the Creditor, (iii) Such Standby Purchaser breach any term of the Licences or the Necessary Authorisations, (iv) conflict with, or result in any breach of any of the terms of, or constitute a default under, any agreement to which the Creditor is a party or is subject or by which it or any of its property is bound except where such breach or default would not or would not be likely to have a material adverse effect on the ability of the Creditor to perform any of its obligations under or otherwise to comply with the terms of this Deed or (v) result in the creation or imposition of or oblige the Creditor to create any Encumbrance (other than those created by the Security Documents) on any of the Creditor's material undertakings, assets, rights or revenues; (e) No litigation no litigation, arbitration or administrative proceeding is taking place, pending or, to the knowledge of the officers of the Creditor threatened against the Creditor which would or is reasonably likely to have a material adverse effect on the ability of the Creditor to fulfil its obligations under this Deed; (f) No filing required it is not insolvent necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Deed that this Deed or any other instrument be notarised, filed, recorded, registered or enrolled in any court or public office in the United Kingdom or that any stamp, registration or similar tax or charge be paid in the United Kingdom on or in relation to this Deed; (g) Choice of law the choice by the Creditor of English law to govern this Deed is valid and has sufficient cash on hand to purchase the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser hasbinding; (h) Consents obtained every consent, simultaneously authorisation, licence or approval of, or registration with or prior declaration to, governmental or public bodies or authorities or courts required by the Creditor (i) to authorise the execution and delivery of this Agreement, provided Deed or the Representatives with evidence or substantiation that such Standby Purchaser has performance by the financial means to satisfy Creditor of its financial obligations under this Agreement. The foregoing Deed or (ii) to ensure the validity, enforceability or admissibility in evidence of this Deed or the performance by the Creditor of its obligations under this Deed has been obtained or made and substantiation is a true in full force and accurate representation of such means. (iv) Such Standby Purchaser effect and there has not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with person or persons (other than FBS) with respect to been no material default in the securities observance of the Companyconditions or restrictions (if any) imposed in, includingor in connection with, but not limited to, transfer or voting of any of the securitiessame which would, finder’s feesin any such case, joint venturesadversely affect the execution, loan delivery, validity, enforceability or option arrangements, puts or calls, guarantees admissibility in evidence of profits, division of profits or loss, this Deed or the giving or withholding or proxies. (v) If such Standby Purchaser is an entity, the execution and delivery of this Agreement, the consummation performance by the Standby Purchaser Creditor of the transactions contemplated hereby and the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser its obligations under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties made under this Section 6(B)Deed.

Representation and Warranties. A. FBS represents 3.1 The Company and warrants the Pledgor represent and warrant to the Standby Purchasers that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS Pledgee that: (ia) If the Pledgor is the full legal and beneficial owner of the Pledged Shares and has good and marketable title thereto and no other person enjoys any right whatsoever over or in respect of such Standby Purchaser is an entityPledged Shares, such Standby Purchaser is a Delaware corporationexcept for the Pledgee under this Agreement; (b) throughout the continuance of this Pledge Agreement and so long as the Secured Indebtedness or any part thereof remains owing, was duly formed and is unfulfilled or unperformed to any extent, no further shares in the Company (in excess of the issued share capital as specified in Recital (A) hereinabove) shall be issued and/or allotted to the Pledgor and/or any third party/ies without the prior written consent of the Pledgee; (c) the Pledged Shares have been validly existing and issued; (d) other than in good standing under the laws of its state of formation, accordance with this Pledge Agreement or with the power prior written consent of the Pledgee, the Pledgor shall not exercise any right to dispose of the Pledged Shares; (e) the Company has not issued or granted or resolved or agreed to issue or grant any option or other right to subscribe for or acquire in any manner whatsoever any additional shares or other securities therein or thereof to any person; and (f) throughout the continuance of this Pledge Agreement and authority so long as the Secured Indebtedness or any part thereof remains owing, unfulfilled or unperformed to perform any extent, no further shares in the Company (in excess of the issued share capital as specified in Recital (A) hereinabove) shall be issued and/or allotted to the Pledgor and/or any third party/ies without the prior written consent of the Pledgee. (g) no Encumbrance exists over the Pledged Shares (except as created under or pursuant to this Pledge Agreement). For the purposes of this clause and other provisions of this Agreement where the term is used, "Encumbrances" means and includes any hypothec, privilege or other encumbrance whatsoever. 3.2 The Pledgor undertakes and agrees with the Pledgee that throughout the continuance of this Pledge Agreement and so long as the Secured Indebtedness or any part thereof remains owing, unfulfilled or unperformed to any extent, the Pledgor will, unless the Pledgee otherwise agrees in writing: (a) not create or attempt or agree to create or permit to arise or exist any Encumbrance over the Pledged Shares or any interest therein or otherwise assign, deal with or dispose in any manner whatsoever of the Pledged Shares (except under or pursuant to this Pledge Agreement). (b) procure that the Company shall not, and the Company hereby undertakes and agrees with the Pledgee that it shall not, itself acquire or issue or grant or resolve or agree to issue or grant any option or other right to subscribe for or acquire in any manner whatsoever shares or other securities therein or thereof to any person or increase, consolidate, sub-divide or reduce the capital of the Company or in any way modify the rights attached to any shares or other securities in or of the Company or take any steps to place the Company into liquidation or administration or pass any resolution or take any other step for (or which will or may lead to) its dissolution or winding-up or its merger, amalgamation, re-construction, re-organisation or division, and the Pledgor further undertakes and agrees not to vote in favour of nor do or cause or permit to be done anything which would or could lead to any of the matters contemplated in this paragraph (b) taking effect; (c) procure, and the Company hereby undertakes and agrees with the Pledgee, that no amendment or supplement is made to the memorandum or articles of association for the time being of the Company which would have a material adverse effect on the performance by the Pledgor of his obligations under this Pledge Agreement or on the rights and remedies of the Pledgee under this Pledge Agreement; (d) not do or cause or permit to be done anything which may in any way depreciate, jeopardise or otherwise prejudice the value of the Pledgee's security hereunder; (e) obtain and maintain in full force and effect all governmental and other authorisations necessary for the performance of its obligations hereunder; and (f) at its cost and expense and subject to any instructions, directions or contrary indications which may be given by the Pledgee in each case, warrant and defend all the rights, title and interest of the Pledgor and the Pledgee in and to the Pledged Shares against all claims, demands and pretensions of all persons whomsoever, and the Pledgor shall inform the Pledgee of any such threatened or actual claim or demand or pretension whatsoever by any person immediately upon becoming aware of the same. (ii) If such Standby Purchaser is an entity3.3 Moreover, the executionPledgor represents to the Pledgee that it is neither insolvent in terms of the Companies Act, delivery 1995, (i.e. unable to pay its debts in terms of Article 214(2)(a)(ii) thereof), nor will it, as a consequence of entering into this Pledge Agreement become insolvent. 3.4 The foregoing representations and performance of this Agreement warranties given by such Standby Purchaser the Company and the consummation by such Standby Purchaser of the transactions contemplated hereby have been duly authorized by all necessary action of the Standby Purchaser. Regardless of whether such Standby Purchaser is an entity or natural person, this Agreement, when duly executed and delivered by FBS, will constitute a valid and legally binding instrument of such Standby Purchaser, enforceable against such Standby Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity principles. (iii) Such Standby Purchaser is not insolvent and has sufficient cash on hand to purchase the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with or prior to the execution and delivery of this Agreement, provided the Representatives with evidence or substantiation that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation is a Pledgor are true and accurate representation of such means. (iv) Such Standby Purchaser has not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with person or persons (other than FBS) with respect to as at the securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxies. (v) If such Standby Purchaser is an entity, the execution and delivery date of this Pledge Agreement, the consummation by the Standby Purchaser of the transactions contemplated hereby and the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties made under this Section 6(B).

Representation and Warranties. A. FBS (a) Each of the Servicer (in all of its capacities under the Transaction Documents) and the Issuer, severally and for itself alone, hereby makes all of the representations and warranties made by it in the Indenture, for the benefit of the Investors, as of the Closing Date and (except where otherwise specified in the Indenture) as of each date in respect of which the Issuer has requested a Variable Funding Advance, and each of the Investors shall rely on such representations and warranties in entering into this Agreement and funding Variable Funding Advances. Each of the Servicer and the Issuer, severally and for itself alone, further represents and warrants to the Standby Purchasers that FBS will only sell Shares Agent, the Conduit Investor and the Alternate Investors as to itself as of the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at date on which this Agreement becomes effective (as set forth in Section 7.05) and as of the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS date of each Borrowing that: (i) If such Standby Purchaser is an entity, such Standby Purchaser It is a Delaware corporation, was corporation or statutory trust duly formed organized and is validly existing and in good standing under the laws of the jurisdiction of its state of formation, with incorporation. (ii) It has the power to execute and authority deliver this Agreement and to perform its obligations under this Agreement and has taken all necessary action to authorize such execution, delivery and performance. (iii) The execution, delivery and performance of this Agreement does not violate or conflict with any law applicable, any provision of its formation documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets. (iv) All governmental and other consents that are required to have been obtained by it with respect to the execution, delivery and performance of this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with. (v) Its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)). (vi) Except as described in Schedule 1 hereto, there is not pending or to its knowledge, threatened against it, or against any Affiliate, any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or its ability to perform its obligations under this Agreement. (iivii) If such Standby Purchaser is an entityNo Event of Default or Early Amortization Event or event that with notice, the executionpassage of time or both, delivery would become an Event of Default or an Early Amortization Event under the Indenture has occurred and performance is continuing and all conditions precedent to the execution of this Agreement by such Standby Purchaser the Indenture and the consummation by such Standby Purchaser issuance of the transactions contemplated hereby VFNs on its part have been duly authorized by all necessary action of the Standby Purchaser. Regardless of whether such Standby Purchaser is an entity or natural person, this Agreement, when duly executed and delivered by FBS, will constitute a valid and legally binding instrument of such Standby Purchaser, enforceable against such Standby Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity principlescomplied with. (iiib) Such Standby Purchaser is not insolvent and has sufficient cash on hand to purchase the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with or prior to the execution and delivery of this Agreement, provided the Representatives with evidence or substantiation that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation is a true and accurate representation of such means. (iv) Such Standby Purchaser has not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with person or persons (other than FBS) with respect to the securities Each of the CompanyConduit Investor and Scotiabank, includingas Alternate Investor, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxies. (v) If such Standby Purchaser is an entity, the execution and delivery of this Agreement, the consummation by the Standby Purchaser of the transactions contemplated hereby and the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of makes the representations and warranties made under this Section 6(B).as set forth in Exhibit C.

Representation and Warranties. A. FBS represents The DEVELOPER hereby represent and warrants warrant to the Standby Purchasers that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS thatTransferee/ Allottee as follows: (i) If such Standby Purchaser is an entityThe Developer has absolute, such Standby Purchaser is a Delaware corporationclear and marketable right with respect to the Land; the absolute rights to carry out development upon the Land and absolute, was duly formed actual, physical and is validly existing and in good standing under legal possession of the laws of its state of formation, with landfor the power and authority to perform its obligations under this Agreementproject. (ii) If such Standby Purchaser is an entity, The Developer has lawful rights and requisite approvals from the execution, delivery and performance of this Agreement by such Standby Purchaser and the consummation by such Standby Purchaser competent authorities to carry out development of the transactions contemplated hereby have been duly authorized by all necessary action of the Standby Purchaser. Regardless of whether such Standby Purchaser is an entity or natural person, this Agreement, when duly executed and delivered by FBS, will constitute a valid and legally binding instrument of such Standby Purchaser, enforceable against such Standby Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity principles.Project; (iii) Such Standby Purchaser is not insolvent There are no encumbrances upon the said premises or the Project as on the Effective Date; save and except save and except the Developer has availed project finance from UCO Bank ,--- branch vide deed no. for financing the construction work relating to the development of the said Commercial Project on the said Land and has sufficient cash on hand mortgaged the said Land to purchase the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with or prior to the execution and delivery of this Agreement, provided the Representatives with evidence or substantiation that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation is a true and accurate representation of such meansUCO Bank. (iv) Such Standby Purchaser There are no litigations pending before any Court of law or Authority with respect to the and Project or the Commercial Unit; (v) All approvals, licenses and permits issued by the competent authorities with respect to the Project, said premises and Commercial Unit are valid and subsisting and have been obtained by following due process of law. Further, the Developer has been and shall, at all times remain tobe in compliance with all Applicable Laws in relation to the Project, said Land, Building and Commercial Unit and Common Areas; (vi) The Developer has the right to enter into this Agreement and has not committed or omitted to perform any act or thing whereby the right, title and interest of the Transferee/ Allottees created herein, may prejudicially be affected; (vii) The Developer as not entered into any contracts, arrangements, understandings agreement and/or development agreement or relationships (legal or otherwise) any other agreement/arrangement with any person or persons (other than FBS) party with respect to the securities Land, including the Project and the said Commercial Unit which will, in any manner, affect the rights of Transferee/ Allottee under this Agreement; (viii) The Developer confirms that the Developer is not restricted in any manner whatsoever from transferring the leasehold interest of the CompanyCommercial Unit on behalf of Transferor to the Transferee/ Allottee/s in the manner contemplated in this Agreement; (ix) At the time of execution of the Indenture , includingthe Developer shall hand over lawful, but vacant peaceful, physical possession of the Commercial Unit to the Transferee/ Allottee and the Common Areas to the Association or the competent authority, as the case may be; (x) The Land is not limited to, transfer or voting the subject matter of any HUF and that no part thereof is owned by any minor and/or no minor has any right, title and claim overthe Land; (xi) The Developer has duly paid and shall continue to pay and discharge all governmental dues, rates, charges and taxes and other monies, levies, impositions, premiums, damages and/or penalties and other outgoings, whatsoever, payable with respect to the said Project to the competent authorities till the completion certificate has been issued and possession of Commercial Unit along with Common Areas (equipped with all the specifications and facilities) has been handed over to the Transferee/ Allottee/s and the Association or the competent authority, as the case may be; and (xii) No notice from the Government or any other local body or authority or any legislative enactment, government ordinance, order, notification (including any notice for acquisition or requisition of the securities, finder’s fees, joint ventures, loan said Land) has been received by or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or served upon the giving or withholding or proxies. (v) If such Standby Purchaser is an entity, the execution and delivery of this Agreement, the consummation by the Standby Purchaser DEVELOPER in respect of the transactions contemplated hereby and Land and/or the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties made under this Section 6(B)Project.

Representation and Warranties. A. FBS The Borrower represents and warrants to the Standby Purchasers that FBS will only sell Shares to Administrative Agent and the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at Lenders that, as of the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS thatTranche B-2 Incremental Effective Date: (ia) If such Standby Purchaser is an entity, such Standby Purchaser is a Delaware corporation, was duly formed and is validly existing and in good standing under The Borrower has (x) the laws of its state of formation, with the corporate or other organizational power and authority to perform its obligations under execute, deliver and carry out the terms and provisions of this Agreement. Amendment, (iiy) If such Standby Purchaser is an entity, taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of this Agreement by such Standby Purchaser Amendment and the consummation by such Standby Purchaser of the transactions contemplated hereby have been duly authorized by all necessary action of the Standby Purchaser. Regardless of whether such Standby Purchaser is an entity or natural person, this Agreement, when (z) duly executed and delivered by FBSthis Amendment and (b) this Amendment constitutes the legal, will constitute a valid and legally binding instrument obligation of such Standby Purchaser, the Borrower enforceable against such Standby Purchaser in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent transferconveyance, reorganization, moratorium reorganization and other similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law). (ii) None of the execution, delivery or performance by the Borroweer of this Amendment or the compliance with the terms and provisions hereof will (a) contravene any Requirement of Law except to general equity principlesthe extent such contravention would not reasonably be expected to result in a Material Adverse Effect, (b) result in any breach or violation of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of the Borrower or any of the Subsidiaries (other than Liens created under the Loan Documents and Liens permitted under Section 6.10 of the Term Loan Agreement) pursuant to the terms of any indenture, loan agreement, lease agreement, mortgage, deed of trust, agreement or other instrument to which the Borrower or any of the Subsidiaries is a party or by which it or any of its property or assets is bound, except to the extent such breach, default or Lien would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect or (c) violate any provision of the certificate of incorporation, by-laws or other organizational documents of the Borrower or any of its Subsidiaries. (iii) Such Standby Purchaser is not insolvent Before and has sufficient cash after giving effect to this Amendment, the representations and warranties of the Borrower set forth in the Loan Documents shall be true and correct in all material respects on hand to purchase and as of the Maximum Standby Purchase Commitment Tranche B-2 Incremental Effective Date, as though made on and as of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser hasdate; provided that, simultaneously with or prior to the execution and delivery of this Agreement, provided the Representatives with evidence or substantiation extent that such Standby Purchaser has the financial means representations and warranties specifically refer to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation is a an earlier date or period, they shall be true and accurate representation correct in all material respects as of such meansearlier date or period. (iv) Such Standby Purchaser At the time of and after giving effect to this Amendment, no Default or Event of Default has not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with person or persons (other than FBS) with respect to the securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxies. (v) If such Standby Purchaser is an entity, the execution and delivery of this Agreement, the consummation by the Standby Purchaser of the transactions contemplated hereby and the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint occurred and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties made under this Section 6(B)continuing.

Representation and Warranties. A. FBS RJS represents and warrants to the Standby Purchasers that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS that: (i) If such Standby Purchaser is an entity, such Standby Purchaser is a Delaware corporation, was duly formed either or both are true and is validly existing lawful owners of all claims covered by the Release and in good standing under the laws of its state of formation, with the have full power and authority to perform effectuate this agreement and its obligations under this Agreement.Release; (ii) If such Standby Purchaser is an entity, the execution, delivery and performance of this Agreement by such Standby Purchaser and the consummation by such Standby Purchaser of the transactions contemplated hereby no representations have been duly authorized made by all necessary action DCDC or any of the Standby Purchaser. Regardless of whether such Standby Purchaser is an entity its present or natural former officers, directors, or any other person, this Agreementregarding the Stock, when duly executed and delivered by FBSits present or future value, will constitute a valid and legally binding instrument of such Standby PurchaserIMSI, enforceable against such Standby Purchaser in accordance with its termsfinancial condition or business prospects, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity principles.any matters pertaining thereto; (iii) Such Standby Purchaser RJS has been afforded an opportunity to conduct due diligence regarding the Stock and is acquiring the Stock based solely upon the information available through IMSI’s public filings with the SEC and not insolvent and has sufficient cash on hand upon any information obtained from DCDC or any other party to purchase the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with or prior to the execution and delivery of this Agreement, provided the Representatives with evidence or substantiation that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation is a true and accurate representation of such means.; (iv) Such Standby Purchaser has RJS is acquiring the Stock for investment purposes only and not entered into with any contractsview toward, arrangementsor for sale in connection with, understandings any distribution thereof, nor with any present intention of distributing or relationships (legal or otherwise) with person or persons (other than FBS) with respect to selling the securities of the Companyshares, including, but not limited to, transfer or voting in contravention of any rules or regulations promulgated under the Securities Act of 1933 as amended (“Securities Act”). RJS acknowledges that the securitiesStock is not registered with the SEC for sale in the public markets, finder’s feesand may not be sold, joint venturestransferred, loan or option arrangementsoffered for sale, puts or callspledged, guarantees of profits, division of profits or losshypothecated, or otherwise disposed of without registration under the giving or withholding or proxiesSecurities Act, except pursuant to an exemption from registration available under the Securities Act, and except in accordance with applicable provisions of state securities laws. (v) If such Standby Purchaser is No representation has been made to RJS by any person concerning the availability of the Stock for resale in any manner other than through an entityeffective registration statement filed with the Securities and Exchange Commission. (vi) This agreement has been negotiated at arm’s length between the parties. B. DCDC represents that: (i) it has the full power and authority (corporate and other) to enter into and fully perform this agreement, which agreement has been approved by its Board; (ii) it owns the execution Stock free and delivery clear of all claims, liens and encumbrances and has full power and authority to transfer the Stock to RJS pursuant to this Agreement; (iii) DCDC has not assigned or transferred to any person (nor otherwise disposed of) any liability, claim or cause of action that is within the consummation by the Standby Purchaser scope of the transactions contemplated hereby and the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties made under this Section 6(B)those claims that it has released.

Representation and Warranties. A. FBS 1.1 The Purchaser represents and warrants to the Standby Purchasers Association that FBS the Purchaser is purchasing the securities hereunder as principal for its own account and not for the benefit of any other person. 1.2 If the Purchaser is an individual, he or she has the legal capacity and competence to execute this Agreement, and to take all actions required pursuant to it. 1.3 If the Purchase is a corporation: (a) it has the legal capacity and competence to execute this Agreement, and to take all actions required pursuant to it; (b) all necessary approvals have been given to authorize it to execute this Agreement, and to take all actions required pursuant to it; (c) the entering into of this Agreement and the transactions contemplated will only sell Shares not result in the violation of any of the terms and provisions of any law applicable to or the constating documents of the Purchaser or of any agreement, written or oral, to which the Purchase may be a party or by which it is bound. 1.4 The Purchaser acknowledges that because this subscription is being made pursuant to exemptions from the registration and prospectus requirements of applicable securities laws: (a) The Purchaser is restricted from using certain civil remedies available under applicable securities laws; (b) The Purchaser will not receive a prospectus that might otherwise be required to be provided to the Standby Purchasers Purchaser under applicable securities laws if FBS the exemptions were not used; (c) The offering of the securities need not be carried out through an investment advisor; and (d) The Association is unable relieve from certain obligations that would otherwise apply under applicable securities laws if the exemptions were not being used. 1.5 The Purchaser acknowledges that the securities being purchase will be subject to sell Shares resale or transfer restrictions which will prevent the Purchaser from reselling the securities except in very limited circumstances. 1.6 The Purchaser acknowledges that the Association is under no obligation to Non-Restricted Persons qualify the resale of the securities under a prospectus or assist the Purchaser in complying with the resale or transfer restrictions of applicable securities laws. The Purchaser further acknowledges that it is the Purchaser’s obligation to comply with the resale or transfer restrictions in all applicable jurisdictions and the Association offers no advice on those restrictions. 1.7 The Purchaser acknowledges that no securities commission has evaluated or endorsed the merits of the securities purchased and that the person selling these securities has not duty to ell the Purchaser whether these securities are a suitable investment. The Purchaser further acknowledges that it is investing in the Association entirely at the Purchase Price pursuant its own risk and it may lose all of its investment. 1.8 The Purchaser represents to the Offering.Association that the Purchaser is (tick one or more of the following boxes after reviewing the definitions in Schedule A): B. Each Standby Purchaser severally(a) a director, and not jointlyofficer, represents and warrants with respect to such Standby Purchaser onlyemployee, to FBS that:founder or control person of the Association; (b) a spouse, parent, grandparent, brother, sister or child of a director, officer, founder or control person of the Association (please print their name) (c) a parent, grandparent, brother, sister or child of the spouse of a director, officer, founder or control person of the Association (please print their name) ; (d) a close personal friend of a director, officer, founder or control person of the Association (complete 1.9 below); (e) a close business associate of a director, executive officer, found or control person of the Association (complete 1.9 below); (f) a current security holder; (g) a family member of the selling security holder; (h) an accredited investor (complete 1.10 below); (i) If such Standby Purchaser a person of which a majority of the voting securities are beneficially owned by or a majority of the directors are persons described in subparagraphs (a) to (g) (complete 1.9 or 1.10 if applicable); (j) a trust or estate of which all of the beneficiaries or a majority of the trustees are persons or companies described in subparagraphs (a) to (g) (complete 1.9 or 1.10 if applicable); (k) a person that is an entity, such Standby Purchaser is a Delaware corporation, was duly formed and is validly existing and in good standing under not the laws of its state of formation, with the power and authority to perform its obligations under this Agreementpublic. (ii) 1.9 If such Standby Purchaser is an entityyou are a close personal friend or close business associate of a director, the execution, delivery and performance of this Agreement by such Standby Purchaser and the consummation by such Standby Purchaser officer founder or control person of the transactions contemplated hereby Association, please name the individual, indicate how long you have been duly authorized by all necessary action known him or her and describe the nature of your relationship, including how you are in a position to assess their capabilities and trustworthiness: 1. 10If you are an accredited investor, please indicate the Standby Purchaser. Regardless of whether such Standby Purchaser is an entity or natural person, applicable paragraph from the definitions in Schedule A to this Agreement, when duly executed agreement and delivered by FBS, will constitute a valid and legally binding instrument of such Standby Purchaser, enforceable against such Standby Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity principles. (iii) Such Standby Purchaser is not insolvent and has sufficient cash on hand to purchase the Maximum Standby Purchase Commitment of Shares describe how you qualify based on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with or prior to the execution and delivery definition: Paragraph: Description of this Agreement, provided the Representatives with evidence or substantiation that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation is a true and accurate representation of such means. (iv) Such Standby Purchaser has not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with person or persons (other than FBS) with respect to the securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxies. (v) If such Standby Purchaser is an entity, the execution and delivery of this Agreement, the consummation by the Standby Purchaser of the transactions contemplated hereby and the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties made under this Section 6(B).qualifications:

Representation and Warranties. A. FBS represents a) The Borrower represents, and warrants to the Standby Purchasers that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS that: (i) If such Standby Purchaser is an entity, such Standby Purchaser each Obligor has the competence and power to execute the Financing Documents and has taken the necessary approvals in relation to the execution of the Financing Documents (to which the relevant Obligor is a Delaware corporationparty), was duly formed which approvals will remain valid and is validly existing and in good standing under subsisting till the laws of its state of formation, with the power and authority to perform its obligations under this Agreement.Final Settlement Date; (ii) If such Standby Purchaser is all the information provided by an entityObligor in relation to the Facility, whether or not relevant for ascertaining the execution, delivery and performance of this Agreement by such Standby Purchaser and the consummation by such Standby Purchaser credit worthiness of the transactions contemplated hereby have been duly authorized by all necessary action of the Standby Purchaser. Regardless of whether such Standby Purchaser Borrower, is an entity or natural person, this Agreement, when duly executed true and delivered by FBS, will constitute a valid correct and legally binding instrument of such Standby Purchaser, enforceable against such Standby Purchaser not misleading in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity principles.any manner; (iii) Such Standby Purchaser each Obligor is not insolvent capable of and has sufficient cash on hand entitled under all Applicable Laws to purchase execute and perform the Maximum Standby Purchase Commitment of Shares on Financing Documents and the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with or prior to the execution and delivery of this Agreement, provided the Representatives with evidence or substantiation that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation is a true and accurate representation of such means.transactions thereunder; (iv) Such Standby Purchaser each Obligor has not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with person or persons (other than FBS) with respect taken the necessary approvals in relation to the securities execution of the CompanyFinancing Documents, including, but not limited to, transfer or voting of any which approvals will remain valid and subsisting during the tenure of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxies.Facility; (v) If such Standby Purchaser is the relevant Security Provider has and shall maintain absolute, clear and marketable title over the Secured Assets, has exercised due care and caution (including, where necessary, obtaining of advise of tax and, or, legal and, or, accounting and, or, financial and, or, other professionals) and that the Secured Assets are absolutely unencumbered and free from any liability whatsoever; (vi) there are no actions, suits, proceedings or investigations pending or threatened by or against an entityObligor or a Secured Assets at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the execution and delivery outcome of this Agreementwhich may constitute individually or in the aggregate or may result in a Material Adverse Effect; (vii) no event, circumstance or situation has occurred, which might affect the consummation by Security Provider or the Standby Purchaser Lender's right towards the Securities or hinder the enforcement of the transactions contemplated hereby Securities; (viii) no Material Adverse Effect or Event of Default has occurred; (ix) the Securities are not included in or affected by any of the schemes of Central / State Government or of the improvement trust or any other public body or local authority or by any alignment, widening or construction of road under any scheme of the Central and, or, State Government or of any Corporation, Municipal Committee, Gram Panchayat etc.; (x) each Obligor has paid and shall pay when due, all public demands such as taxes, taxes and all the compliance other revenues payable to the Government of India or to the Government of any State or to any local authority and that at present there are no arrears of such taxes and revenues due and outstanding; (xi) each Security Provider has good and marketable title to its respective Secured Assets and each Secured Asset is free and clear from all encumbrances (other than the security created / to be created in favour of the Lender) and any claims and demands and is not subject to any lis pendens, attachment or any other pending litigation or any process issued by any court or governmental authority and is not affected by any notice of acquisition or requisition; (xii) the Standby Purchaseravailing of the Facility and performance of obligations by an Obligor under this Terms and or any other Financing Documents shall constitute, private and commercial acts done and performed by such Obligor; (xiii) an Obligor is not and shall not be entitled to and shall not claim immunity for itself or its assets and properties from suit, execution, attachment or other legal process in any proceedings in relation to this Terms and other Financing Documents; (xiv) neither an Obligor nor none of its directors, partners, members, as the case may be have not been declared a wilful defaulter/s under any applicable law and or by any relevant authority; (xv) each Obligor which is a natural Person, is not a minor, is solvent in accordance with the terms hereofApplicable Laws, do not violate is of sound mind and fulfils all conditions for capacity to contract under Applicable Laws; and (xvi) the organizational documents of the Standby Purchaser. For the avoidance of doubtSecurities created will be legal, valid and enforceable, and, in each representation or warranty made by a Standby Purchaser under this Section 6(Bcase, are prior and superior in right to any other Person. b) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach Each of the representations and warranties given by the Borrower are deemed material. c) Further, the Borrower confirms that the representations and warranties contained herein shall be deemed to be repeated by the Borrower on and as of each day from the date of this Terms until the Final Settlement Date, as if made under this Section 6(B)with reference to the facts and circumstances existing on ▇▇▇▇▇▇▇.

Representation and Warranties. A. FBS (a) Each of the Servicer (in all of its capacities under the Transaction Documents) and the Issuer, severally and for itself alone, hereby makes all of the representations and warranties made by it in the Indenture, for the benefit of the Investors, as of the Closing Date and (except where otherwise specified in the Indenture) as of each date in respect of which the Issuer has requested a Variable Funding Advance, and each of the Investors shall rely on such representations and warranties in entering into this Agreement and funding Variable Funding Advances. Each of the Servicer and the Issuer, severally and for itself alone, further represents and warrants to the Standby Purchasers that FBS will only sell Shares Funding Agent, PARCO and the APA Banks as to itself as of the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at date on which this Agreement becomes effective (as set forth in Section 7.05) and as of the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS date of each Borrowing ------------- that: (i) If such Standby Purchaser is an entity, such Standby Purchaser It is a Delaware corporation, was corporation or business trust duly formed organized and is validly existing and in good standing under the laws of the jurisdiction of its state of formation, with incorporation. (ii) it has the power to execute and authority deliver this Agreement and to perform its obligations under this Agreement and has taken all necessary action to authorize such execution, delivery and performance. (iii) The execution, delivery and performance of this Agreement does not violate or conflict with any law applicable, any provision of its formation documents, any order or judgment of any court or other agency of government applicable to it, or any of its assets or any contractual restriction binding on or affecting it or any of its assets. (iv) All governmental and other consents that are required to have been obtained by it with respect to the execution, delivery and performance of this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with. (v) Its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)). (vi) Except as described in Schedule 1 hereto, there is not pending ---------- or, to its knowledge, threatened against it, or against any Affiliate, any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or its ability to perform its obligations under this Agreement. (iivii) If such Standby Purchaser is an entityNo Event of Default or Early Amortization Event or event that with notice, the executionpassage of time or both, delivery would become an Event of Default or an Early Amortization Event under the Indenture has occurred and performance is continuing and all conditions precedent to the execution of this Agreement by such Standby Purchaser the Series Supplement and the consummation by such Standby Purchaser issuance of the transactions contemplated hereby VFNs on its part have been duly authorized by all necessary action of the Standby Purchaser. Regardless of whether such Standby Purchaser is an entity or natural person, this Agreement, when duly executed and delivered by FBS, will constitute a valid and legally binding instrument of such Standby Purchaser, enforceable against such Standby Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity principlescomplied with. (iiib) Such Standby Purchaser is not insolvent Each of PARCO and has sufficient cash on hand to purchase the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser hasChase, simultaneously with or prior to the execution and delivery of this Agreementas APA Bank, provided the Representatives with evidence or substantiation that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation is a true and accurate representation of such means. (iv) Such Standby Purchaser has not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with person or persons (other than FBS) with respect to the securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxies. (v) If such Standby Purchaser is an entity, the execution and delivery of this Agreement, the consummation by the Standby Purchaser of the transactions contemplated hereby and the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of makes the representations and warranties made under this Section 6(B).as set forth in Exhibit B. ---------

Representation and Warranties. A. FBS To induce the Administrative Agent and the Lenders to enter into this Amendment, the Borrower hereby represents and warrants to the Standby Purchasers that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, Administrative Agent and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS each Lender that: (i) If As of the First Amendment Effective Date, and after giving effect to this Amendment, each of the representations and warranties made by the Borrower in or pursuant to the Credit Documents is true and correct in all material respects as if made on and as of such Standby Purchaser date (it being understood and agreed that any representation or warranty that by its terms is an entitymade as of a specific date shall be required to be true and correct in all material respects only as of such specified date); provided, that any such Standby Purchaser representation and warranty that is a Delaware corporation, was duly formed qualified as to “materiality,” “Material Adverse Effect” or similar language is true and is validly existing and correct (after giving effect to any qualification therein) in good standing under the laws of its state of formation, with the power and authority to perform its obligations under this Agreementall respects on such respective dates. (ii) If such Standby Purchaser No Default or Event of Default has occurred and is an entitycontinuing immediately prior to and after giving effect to this Amendment. (iii) It (a) has the requisite corporate power and authority to execute, deliver and perform this Amendment and to incur the execution, delivery and performance of this obligations under the Credit Agreement by such Standby Purchaser and the consummation other Credit Documents as amended by such Standby Purchaser of the transactions contemplated hereby have this Amendment and (b) is duly authorized to, and has been duly authorized by all necessary action of the Standby Purchaser. Regardless of whether such Standby Purchaser is an entity or natural personcorporate action, to execute, deliver and perform this Agreement, when Amendment. (iv) This Amendment has been duly executed and delivered by FBSand constitutes a legal, will constitute a valid and legally binding instrument obligation of such Standby Purchaser, the Borrower enforceable against such Standby Purchaser the Borrower in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and except as may be limited by bankruptcy or insolvency laws or similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to generally or by general equity equitable principles. (iiiv) Such Standby Purchaser is not insolvent and has sufficient cash on hand to purchase the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with or prior to Neither the execution and delivery of this Agreement, provided the Representatives with evidence or substantiation that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence Amendment and substantiation is a true and accurate representation of such means. (iv) Such Standby Purchaser has not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with person or persons (other than FBS) with respect to the securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxies. (v) If such Standby Purchaser is an entity, the execution and delivery of this Agreement, the consummation by the Standby Purchaser of the transactions contemplated hereby herein, nor the performance of and the compliance by the Standby Purchaser, with the terms hereofand provisions hereof by the Borrower will (a) violate or conflict with any provision of its articles of incorporation and bylaws, do not violate (b) violate, contravene or materially conflict with any law, regulation (including without limitation, Regulation U or Regulation X), order, writ, judgment, injunction, decree or permit applicable to it, (c) violate, contravene or materially conflict with contractual provisions of, or cause an event of default under, any indenture, loan agreement, mortgage, deed of trust, contract or other agreement or instrument to which it is a party or by which it may be bound, the organizational documents violation of which would reasonably be expected to have a Material Adverse Effect or (d) result in or require the Standby Purchaser. For the avoidance creation of doubt, each representation any Lien upon or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as with respect to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties made under this Section 6(B)its properties.

Representation and Warranties. A. FBS represents Without prejudice or limitation to any representations, warranties and covenants of the Issuer in the Trust Deed, the Issuer represents, warrants and covenants to the Standby Purchasers that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS Trustee that: (i) If such Standby Purchaser is an entity, such Standby Purchaser is a Delaware corporation, was duly formed and is validly existing and in good standing under a. the laws of its state of formation, with the Issuer has full power and authority to perform its obligations under enter into this Agreement. (ii) If such Standby Purchaser is an entity, the execution, delivery and performance of this Security Agreement by such Standby Purchaser and the consummation by such Standby Purchaser of the transactions contemplated hereby have been duly authorized by all necessary action of the Standby Purchaser. Regardless of whether such Standby Purchaser is an entity or natural person, this Agreement, when duly executed and delivered by FBS, will constitute a valid and legally binding instrument of such Standby Purchaser, enforceable against such Standby Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity principles.create the security interests created by this Security Agreement; b. the Issuer has taken all action required to be taken, fulfilled and done (iiiincluding the obtaining of any necessary consents) Such Standby Purchaser is not insolvent and has sufficient cash on hand in order: i. to purchase authorise the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser hasentry into, simultaneously with or prior to the execution performance and delivery of this Security Agreement; ii. to ensure that the obligations expressed to be assumed by it in this Security Agreement are legal, provided valid, binding and enforceable subject, as to enforcement, to (1) the Representatives with evidence effect of bankruptcy, examinership, insolvency or substantiation that similar laws affecting generally the enforcement of creditors’ rights, as such Standby Purchaser has laws would apply in the financial means event of any bankruptcy, examinership, receivership, insolvency or similar event applicable to satisfy its financial obligations under this Agreement. The foregoing evidence the Issuer; and substantiation is a true and accurate representation (2) general equitable principles (whether enforceability of such means.principles is considered in a proceeding at law or in equity); (iv) Such Standby Purchaser c. the Issuer has good, marketable and indefeasible title to the Collateral, has not entered into made any contractsprior sale, arrangementspledge, understandings encumbrance, assignment or relationships (legal or otherwise) with person or persons (other than FBS) with respect to the securities of the Company, including, but not limited to, transfer or voting disposition of any of the securitiesCollateral, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees and the Collateral is free from all encumbrances and rights of profits, division setoff of profits or loss, or any kind except the giving or withholding or proxies.lien in favour of the Trustee created by this Security Agreement and the Trust Deed and any lien in favour of the Margin Loan Provider pursuant to the Margin Account Agreement; (v) If such Standby Purchaser is an entityd. except as herein provided, the execution Issuer will not hereafter without the Trustee’s prior written consent sell, transfer or otherwise dispose of any assets that form part of the Collateral or any other part of the Collateral in respect of the Relevant Series or any right or interest therein or thereto or create or allow to exist any lien, security interest or other encumbrance over such Collateral (to the extent it relates to the Issuer) except in accordance with the Conditions of the Relevant Series and the Programme Documents; e. without prejudice to any specific requirements in the Trust Deed for the delivery of this Agreementdocuments, the consummation by Issuer will promptly deliver to the Standby Purchaser of Trustee all documents relating to the transactions contemplated hereby Collateral which the Trustee, from time to time, requires; and f. the Issuer shall promptly provide the Trustee with all information and other documentation which it may request in relation to the compliance by the Standby Purchaser, with the terms hereof, do not violate the organizational documents of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties made under this Section 6(B)Collateral.

Representation and Warranties. A. FBS To induce the Administrative Agent and the Lenders to enter into this Amendment, the Borrower hereby represents and warrants to the Standby Purchasers that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, Administrative Agent and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS each Lender that: (i) If As of the Second Amendment Effective Date, and after giving effect to this Amendment, each of the representations and warranties made by the Borrower in or pursuant to the Credit Documents is true and correct in all material respects as if made on and as of such Standby Purchaser date (it being understood and agreed that any representation or warranty that by its terms is an entitymade as of a specific date shall be required to be true and correct in all material respects only as of such specified date); provided, that any such Standby Purchaser representation and warranty that is a Delaware corporation, was duly formed qualified as to “materiality,” “Material Adverse Effect” or similar language is true and is validly existing and correct (after giving effect to any qualification therein) in good standing under the laws of its state of formation, with the power and authority to perform its obligations under this Agreementall respects on such respective dates. (ii) If such Standby Purchaser No Default or Event of Default has occurred and is an entitycontinuing immediately prior to and after giving effect to this Amendment. (iii) The Borrower (a) has the requisite corporate power and authority to execute, deliver and perform this Amendment and to incur the executionobligations under the Credit Agreement and under the other Credit Documents as amended by this Amendment and (b) is duly authorized to, delivery and performance of this Agreement by such Standby Purchaser and the consummation by such Standby Purchaser of the transactions contemplated hereby have has been duly authorized by all necessary action of the Standby Purchaser. Regardless of whether such Standby Purchaser is an entity or natural personcorporate action, to execute, deliver and perform this Agreement, when Amendment. (iv) This Amendment has been duly executed and delivered by FBSand constitutes a legal, will constitute a valid and legally binding instrument obligation of such Standby Purchaser, the Borrower enforceable against such Standby Purchaser the Borrower in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and except as may be limited by bankruptcy or insolvency laws or similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to generally or by general equity equitable principles. (iiiv) Such Standby Purchaser is not insolvent and has sufficient cash on hand to purchase the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with or prior to Neither the execution and delivery of this Agreement, provided the Representatives with evidence or substantiation that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence Amendment and substantiation is a true and accurate representation of such means. (iv) Such Standby Purchaser has not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with person or persons (other than FBS) with respect to the securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxies. (v) If such Standby Purchaser is an entity, the execution and delivery of this Agreement, the consummation by the Standby Purchaser of the transactions contemplated hereby herein, nor the performance of and the compliance by the Standby Purchaser, with the terms hereofand provisions hereof by the Borrower will (a) violate or conflict with any provision of its articles of incorporation and bylaws, do not violate (b) violate, contravene or materially conflict with any law, regulation (including without limitation, Regulation U or Regulation X), order, writ, judgment, injunction, decree or permit applicable to it, (c) violate, contravene or materially conflict with contractual provisions of, or cause an event of default under, any indenture, loan agreement, mortgage, deed of trust, contract or other agreement or instrument to which it is a party or by which it may be bound, the organizational documents violation of which would reasonably be expected to have a Material Adverse Effect or (d) result in or require the creation of any Lien upon or with respect to its properties. (vi) As of the Standby Purchaser. For Second Amendment Effective Date, the avoidance ratio of doubt(i) Total Funded Debt to (ii) Capitalization for the Borrower is less than or equal to 0.675 to 1.00 (on a consolidated basis). (vii) As of the Second Amendment Effective Date, each representation except as disclosed in the Borrower’s Annual Report on Form 10-K for the year ended December 31, 2023, there are no actions, suits or warranty made by legal, equitable, arbitration or administrative proceedings, pending or, to the knowledge of the Borrower, threatened against the Borrower or a Standby Purchaser under this Section 6(BMaterial Subsidiary in which there is a reasonable expectation of an adverse decision which would have or would reasonably be expected to have a Material Adverse Effect. (viii) is several and not joint and is made As of the Second Amendment Effective Date, except as to such Standby Purchaser onlydisclosed in the Borrower’s Annual Report on Form 10-K for the year ended December 31, 2023, the Borrower and each Standby Purchaser agrees Material Subsidiary is in compliance with all laws, rules, regulations, orders and decrees applicable to indemnify the other Standby Purchasers for any liability arising from it, or to its properties, unless such Standby Purchaser’s breach of the representations and warranties made under this Section 6(B)failure to comply would not have a Material Adverse Effect.

Representation and Warranties. A. FBS represents and warrants The Borrower(s) hereby declares that : a) all the information provided to the Standby Purchasers that FBS will only sell Shares to Bank for the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at purpose of obtaining this Facility are true and correct; b) the Purchase Price pursuant to the Offering. B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS that: (i) If such Standby Purchaser is an entity, such Standby Purchaser is a Delaware corporation, was duly formed and is validly existing and in good standing under the laws Borrower or any of its state of formation, with the power and authority to perform its obligations under this Agreement. (ii) If such Standby Purchaser is an entity, the execution, delivery and performance of this Agreement by such Standby Purchaser and the consummation by such Standby Purchaser of the transactions contemplated hereby have been authorized signatories are duly authorized by all necessary action of the Standby Purchaser. Regardless of whether such Standby Purchaser is an entity or natural person, this Agreement, when duly executed and delivered by FBS, will constitute a valid and legally binding instrument of such Standby Purchaser, enforceable against such Standby Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity principles. (iii) Such Standby Purchaser is not insolvent and has sufficient cash on hand to purchase the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in execute this Agreement and will have such funds on other documents required for the Closing Date. Such Standby Purchaser has, simultaneously Facility with or prior to the execution and delivery of this Agreement, provided Bank; c) any communication from the Representatives with evidence shall be deemed as communication from the Borrower; d) there are no restrictions for obtaining the Facility; e) utilization of Facility amount will be as per Applicable Law; f) records maintained by the Bank shall be conclusive proof of the amounts outstanding from and due by the Borrower; g) the Borrower or substantiation that such Standby Purchaser has the financial means to satisfy any of its financial obligations under this Agreement. The foregoing evidence and substantiation is a true and accurate representation Director or authorized signatory (as may be applicable) are not named in any list of such means. defaulters (iv) Such Standby Purchaser has not entered into any contracts, arrangements, understandings or relationships (legal willful or otherwise) with person or persons caution list circulated by the RBI, Credit Information Companies, Export Credit Guarantee Corporation or any financial institution or regulatory body; h) the Borrower shall not without prior written consent of the Bank, pay commission to any Person furnishing any guarantee, counter-guarantee or indemnity (other than FBSthe cost, expense, fees or other charges incurred by such Person furnishing any guarantee, counter-guarantee or indemnity) with respect on behalf of the Borrower, i) each of the representation and warranties given above by the Borrower shall be deemed to be represented and warranted by each of the Obligors and each covenants agreed by the Borrower through this Credit Facility Agreement shall be deemed to be accepted by each of the Obligors and each covenants; j) The Security shall be maintained in good order and condition and all necessary repairs, additions and improvements thereto will be made during the currency of the Facility and the Borrower(s) shall ensure that the value of the Security will not diminish and k) the Borrower(s) has paid and shall continue to pay, when due, all public demand such as income tax, property taxes and all other taxes and revenues payable to the securities of Government or any local body/authority. There are no proceedings pending against the Company, including, but not limited to, transfer Borrower(s) or voting of any of the securitiesBorrower(s) properties under the provision of the Income Tax Act, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxies1961. (vl) If such Standby Purchaser is an entityThe Security shall be maintained in good order and condition and all necessary repairs, additions and improvements thereto will be made during the execution and delivery of this Agreement, the consummation by the Standby Purchaser currency of the transactions contemplated hereby Facility/ies and the compliance by Borrower(s) shall ensure that the Standby Purchaser, with the terms hereof, do not violate the organizational documents value of the Standby Purchaser. For the avoidance of doubt, each representation or warranty made by a Standby Purchaser under this Section 6(B) is several and Security will not joint and is made as to such Standby Purchaser only, and each Standby Purchaser agrees to indemnify the other Standby Purchasers for any liability arising from such Standby Purchaser’s breach of the representations and warranties made under this Section 6(B)diminish.