Common use of Representations and Agreements Clause in Contracts

Representations and Agreements. (a) The Advisor represents to and agrees with the Company that: (1) the terms of this Agreement do not violate any obligation by which the Advisor is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) this Agreement has been duly authorized, executed and delivered by the Advisor and constitutes a legal, valid and binding agreement of the Advisor enforceable in accordance with its terms, and the Advisor has full power and authority to enter into this Agreement and to perform its duties hereunder; (3) it shall maintain at all times during the term of this Agreement competent personnel to perform the duties required of it hereunder, and the Advisor’s expenses in connection therewith shall be borne by the Advisor; and (4) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Advisor will promptly notify the Company of such event. (b) The Company represents to and agrees with the Advisor that: (1) the terms of this Agreement do not violate any obligation by which the Company is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) the Company is the sole owner of the assets covered hereby and such assets are free and clear of any and all liens and restrictions on their transfer or sale, except for applicable transfer restrictions under various securities laws; (3) this Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable in accordance with its terms, and the Company has full power and authority to enter into this Agreement and to perform its duties hereunder; (4) the Investment Portfolios are not subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (5) it is not a “Benefit Plan Investor,” as defined under ERISA; (6) the Company will deliver or cause to be delivered to the Advisor in writing, all the information, documents and instruments that the Advisor may reasonably request in order to perform its duties hereunder; and (7) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Company will promptly notify the Advisor of such event.

Representations and Agreements. (a) The Advisor represents to and agrees with the Company that: (1) the terms of this Agreement do not violate any obligation by which the Advisor is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) this Agreement has been duly authorized, executed and delivered by the Advisor and constitutes You represent that you are a legal, valid and binding agreement member in good standing of the Advisor enforceable in accordance with its termsNational Association of Securities Dealers, Inc. (the "NASD"), and we represent that we are either a member in good standing of the Advisor has full power NASD or a foreign dealer not eligible for membership. If we are such a member we agree that in making sale of the Securities we will comply with all applicable rules of the NASD, including, without limitation, the NASD's interpretation with Respect to Free-Riding and authority Withholding and Section 24 of Article III of the Rules of Fair Practice. If we are such a foreign dealer, we agree not to enter into this Agreement offer or sell any Securities in the United States of America except through you and in making sales of Securities outside the United States of America we agree to comply as though we were a member with such interpretation and Sections 8, 24 and 36 of Article III of the NASD's Rules of Fair Practice and to perform its duties hereunder; (3) it shall maintain at all times during the term of this Agreement competent personnel to perform the duties required of it hereunder, and the Advisor’s expenses in connection therewith shall be borne by the Advisor; and (4) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Advisor will promptly notify the Company comply with Section 25 of such eventArticle III as it applies to a nonmember broker or dealer in a foreign country. (b) The Company represents We understand that it is our responsibility to examine the Registration Statement, the Prospectus, any amendment or supplement thereto relating to the offering of the Securities, any preliminary prospectus and agrees the material, if any, incorporated by reference therein and we will familiarize ourselves with the Advisor that: (1) the terms of the Securities and the other terms of the offering thereof which are to be reflected in the Prospectus and the Written Communication with respect thereto. You are authorized, with the approval of counsel for the Underwriters, to approve on our behalf any amendments or supplements to the Registration Statement or the Prospectus. (c) We confirm that the information that we have given or are deemed to have given in response to the Master Underwriters' Questionnaire attached as Exhibit A hereto (which information has been furnished to the Company for use in the Registration Statement or the Prospectus) is correct. We will notify you immediately of any development before the termination of this Agreement do under Section 9 as to the offering of the Securities which makes untrue or incomplete any information that we have given or are deemed to have given in response to the Master Underwriters' Questionnaire. (d) Unless we have promptly notified you in writing otherwise, our name as it should appear in the Prospectus and our address are set forth on the signature page hereof. (i) If the Securities are being registered under the Securities Act, we represent that we are familiar with Rule 15c2-8 under the Exchange Act relating to the distribution of preliminary and final prospectuses and agree that we will comply therewith; we agree to keep an accurate record of the distribution (including dates, number of copies and persons to whom sent) by us of copies of the Registration Statement, the Prospectus or any preliminary prospectus (or any amendment or supplement to any thereof), and promptly upon request by you, to bring all subsequent changes to the attention of anyone to whom such material shall have been distributed; and we agree to furnish to persons who receive a confirmation of sale a copy of the Prospectus filed pursuant to Rule 424(b) or Rule 424(c) under the Securities Act. (ii) If the Securities will not violate any obligation be registered under the Securities Act, we agree that we will deliver all preliminary and final offering circulars required for compliance with the applicable laws and regulations governing the use and distribution of offering circulars by underwriters, and, to the extent consistent with such laws and regulations, we confirm that we have delivered and agree that we will deliver all preliminary and final offering circulars which would be required if the provisions of Rule 15c2-8 under the Exchange Act applied to this offering. (f) If the Securities are being registered under the Securities Act, we agree that, if we are advised by you that the Company is boundwas not, whether arising by contract, operation of law or regulation, or otherwise; (2) immediately prior to the Company is the sole owner filing of the assets covered hereby and such assets are free and clear of any and all liens and restrictions on their transfer or saleRegistration Statement, except for applicable transfer restrictions under various securities laws; (3) this Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable in accordance with its terms, and the Company has full power and authority to enter into this Agreement and to perform its duties hereunder; (4) the Investment Portfolios are not subject to the U.S. Employee Retirement Income Security Act requirements of 1974Section 13(a) or 15(d) of the Exchange Act, as amended (“ERISA”); (5) it is not a “Benefit Plan Investor,” as defined under ERISA; (6) the Company we will deliver or cause to be delivered to the Advisor in writingnot, all the informationwithout your consent, documents and instruments that the Advisor may reasonably request in order to perform its duties hereunder; and (7) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make sell any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Company will promptly notify the Advisor of such eventSecurities to an account over which we exercise discretionary authority.

Representations and Agreements. (a) The Advisor represents to and agrees with the Company that: (1) the terms of this Agreement do not violate any obligation by which the Advisor is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) this Agreement has been duly authorized, executed and delivered by the Advisor and constitutes a legal, valid and binding agreement of the Advisor enforceable in accordance with its terms, and the Advisor has full power and authority to enter into this Agreement and to perform its duties hereunder; (3) it shall maintain at all times during the term of this Agreement competent personnel to perform the duties required of it hereunder, and the Advisor’s expenses in connection therewith shall be borne by the Advisor; and (4) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Advisor will promptly notify the Company of such event. (b) The Company represents to and agrees with the Advisor that: (1) the terms of this Agreement do not violate any obligation by which the Company is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) the Company is the sole owner of the assets covered hereby and such assets are free and clear of any and all liens and restrictions on their transfer or sale, except for applicable transfer restrictions under various securities laws; (3) this Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable in accordance with its terms, and the Company has full power and authority to enter into this Agreement and to perform its duties hereunder; (4) the Investment Portfolios are Account is not subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (5) it is not a “Benefit Plan Investor,” as defined under ERISA; (6) the Company will deliver or cause to be delivered to the Advisor in writing, all the information, documents and instruments that the Advisor may reasonably request in order to perform its duties hereunder; and (7) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Company will promptly notify the Advisor of such event.

Representations and Agreements. Executive represents and agrees that: (a) The Advisor represents to (i) the offer and agrees with sale of Shares and stock options therefor pursuant hereto have not been and will not be registered under the Securities Act, and it is the intention of the parties hereto that the offer and sale of such securities be exempt from registration under the Securities Act and the rules and regulations promulgated thereunder; (ii) the reliance of the Company that: on such exemption is predicated upon such Executive’s representations and agreements set forth herein; (1iii) the terms Shares and stock options therefor (and any part thereof or participation or interest therein) being acquired pursuant hereto cannot be sold, transferred, assigned, exchanged, pledged, encumbered or otherwise disposed of (including, without limitation, in connection with any hedging activities) unless they are registered under the Securities Act or an exemption from registration (including Regulation S under the Securities Act) is available, and the Company has no obligation to so register any such Shares or stock options; (iv) the purchase of Shares and stock options therefor pursuant hereto does not entitle Executive to participate in any other equity program of the Company, whether now existing or hereafter established; (v) Executive is not purchasing Shares or stock options therefor as a result of any general solicitation or general advertising; and (vi) the Company is relying on the representations and agreements contained herein in engaging in the offer and sale of the Shares and stock options therefor, would not engage in such transactions in the absence of the representations and agreements contained herein and any obligation of the Company herein to offer or sell Shares or stock options therefor is conditioned upon the accuracy of such representations; (b) Executive is acquiring the Shares and stock options therefor being acquired pursuant hereto for investment for Executive’s own account and not with a view to the distribution thereof, and Executive does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer, assign, exchange, pledge, encumber or otherwise dispose of (including, without limitation, in connection with any hedging activities) any of the Shares or stock options therefor (or any part thereof or participation or interest therein) to such person or to any third person; (c) Executive will not directly or indirectly, sell, transfer, assign, exchange, pledge, encumber or otherwise dispose of (including, without limitation, in connection with any hedging activities) any Shares or stock options therefor (or any part thereof or participation or interest therein) being acquired pursuant hereto except in accordance with this Agreement do and applicable law and Executive will not violate effect any obligation by which sale, transfer, assignment, exchange, pledge, encumbrance or disposition of any Shares other than on the Advisor is bound, whether arising by contract, operation of law Milan Stock Exchange or regulationin compliance with any applicable exemption available under the Securities Act; (d) Executive has, or otherwise; Executive together with Executive’s advisers, if any, have, such knowledge and experience in financial and business matters that Executive is, or Executive together with Executive’s advisers, if any, are, and will be capable of evaluating the merits and risks relating to Executive’s purchase of Shares and stock options therefor pursuant hereto; (2e) Executive 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 Executive’s investment in the Shares and stock options therefor; (f) Executive’s decision to invest in the Company has been based upon independent investigations made by Executive and Executive’s advisers, if any; (g) Executive is able to bear the economic risk of a total loss of Executive’s investment in the Company; (h) Executive has adequate means of providing for Executive’s current needs and foreseeable personal contingencies and has no need for Executive’s investment in the Shares or stock options therefor to be liquid; (i) Executive is an “accredited investor” within the meaning of either Rule 501(a)(5) or (a)(6) promulgated under the Securities Act; (j) this Agreement has been duly authorized, executed and delivered by the Advisor Executive, and constitutes a legal, valid and binding agreement obligation of the Advisor Executive, enforceable in accordance with its terms, and the Advisor has full power and authority subject to enter into this Agreement limitations in bankruptcy and to perform its duties hereunder; other equitable limitations; and (3k) it shall maintain at all times Executive will promptly advise the Company if any of the foregoing representations cease to be true during the term hereof. The Company agrees that the offer and sale of this Agreement competent personnel to perform Shares by Executive on the duties required of it hereunder, and the Advisor’s expenses in connection therewith Milan Stock Exchange shall be borne by considered an “offshore transaction” for purposes of Rule 904(a)(1) promulgated under the Advisor; and Securities Act (4) the representations and warranties contained herein shall continue and remain as such rule is in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Advisor will promptly notify the Company of such event. (b) The Company represents to and agrees with the Advisor that: (1) the terms of this Agreement do not violate any obligation by which the Company is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) the Company is the sole owner as of the assets covered hereby and such assets are free and clear of any and all liens and restrictions on their transfer or sale, except for applicable transfer restrictions under various securities laws; (3) this Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable in accordance with its terms, and the Company has full power and authority to enter into this Agreement and to perform its duties hereunder; (4) the Investment Portfolios are not subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”date hereof); (5) it is not a “Benefit Plan Investor,” as defined under ERISA; (6) the Company will deliver or cause to be delivered to the Advisor in writing, all the information, documents and instruments that the Advisor may reasonably request in order to perform its duties hereunder; and (7) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Company will promptly notify the Advisor of such event.

Representations and Agreements. NPS Representations and Agreements: NPS represents and warrants that it has the right to provide NPS' Specifications and Product Specifications for the purposes herein contemplated. VPI Representations and Agreements: VPI represents that after completion of the process validation the Production of Product (aincluding the process, plant, equipment and personnel) The Advisor and the storage/release/delivery of Product will all be done or caused to be done in accordance within the Specifications and GMP. VPI represents that it shall cause VPF to maintain all necessary permits and agrees with authorizations as required under applicable laws Germany as well EMEA and US FDA and under GMP. VPI represents that the Company that: (1) the terms of this Agreement do not violate Facility which will be used to commercially manufacture Product has undergone an FDA inspection and VPI represents that neither it nor any obligation by which the Advisor is bound, whether arising by contract, operation of law Affiliate has received any FDA Warning Letters or regulation, or otherwise; similar EMEA notifications. VPI represents that it shall notify NPS within two (2) this Agreement has been duly authorizedbusiness days if VPI or any Affiliate receives any FDA 483s, executed and delivered FDA Warning Letters, or other comparable FDA notifications (or similar European EMEA notifications) concerning the Product or if VPI or any Affiliate receives communication or notification of any planned or unplanned inspection directed to the Product by the Advisor and constitutes a legal, valid and binding agreement of the Advisor enforceable in accordance with its terms, and the Advisor has full power and FDA or other regulatory authority to enter into this Agreement and to perform its duties hereunder; (3) it shall maintain at all times during the term of this Agreement competent personnel to perform the duties required of it hereunder, and the Advisor’s expenses in connection therewith shall be borne by the Advisor; and (4) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement. VPI represents that it will not have carried on any activities in a Facility which VPI or its Affiliate knows, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Advisor will promptly notify the Company of such event. (b) The Company represents to and agrees with the Advisor that: (1) the terms of this Agreement do not violate any obligation by which the Company is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) the Company is the sole owner as of the assets covered hereby and such assets are free and clear of any and all liens and restrictions on their transfer date hereof, as evidenced by a writing from NPS to VPI, could prevent Product from being manufactured, packaged, released or sale, except for applicable transfer restrictions under various securities laws; (3) this Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable stored in accordance with this Agreement or the Quality Agreement. VPI represents that it, or its termsAffiliate, owns, controls or has the right to use the intellectual property used in the Product and has the right to grant NPS and its sublicensees, the necessary license to such intellectual property to distribute, use and sell the Product, provided, however such representation is limited to the laws of the European Union as composed prior to May 1, 2004 and the Company United States. VPI represents and warrants that it has full power reviewed, or caused to be reviewed the Specifications and authority the Product Specifications and that the Facilities are sufficient to enter into this Agreement Produce Product in accordance with such Product Specifications and to perform its duties hereunder; (4) the Investment Portfolios are not subject to the U.S. Employee Retirement Income Security Act of 1974Specifications. VPI represents that it will obtain, as amended (“ERISA”); (5) it is not a “Benefit Plan Investor,” as defined under ERISA; (6) the Company will deliver or cause to be delivered obtained, NPS' written approval, not to be unreasonably withheld, in advance of any changes concerning or having impact on the Advisor in writingProduct, all as set forth in the information, documents and instruments that the Advisor may reasonably request in order to perform its duties hereunder; and (7) the representations and warranties contained herein shall continue and remain in effect during the term of this Quality Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Company will promptly notify the Advisor of such event.

Representations and Agreements. Mortgagor represents and agrees: (a) The Advisor represents to Mortgagor is and agrees with will be the Company that: (1) the terms of this Agreement do not violate any obligation by which the Advisor is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) this Agreement has been duly authorized, executed true and delivered by the Advisor and constitutes a legal, valid and binding agreement lawful owner of the Advisor enforceable in accordance with its termsCollateral, subject to no liens, charges, security interest and encumbrances other than the lien hereof and the Advisor has full power and authority to enter into this Agreement and to perform its duties hereunder; (3) it shall maintain at all times during the term of this Agreement competent personnel to perform the duties required of it hereunder, and the Advisor’s expenses in connection therewith shall be borne by the Advisor; and (4) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Advisor will promptly notify the Company of such eventPermitted Encumbrances. (b) The Company represents Collateral is to be used by Mortgagor solely for business purposes being installed upon the Mortgaged Property for Mortgagor’s own use or as the equipment and agrees with furnishings leased or furnished by Mortgagor, as landlord, to tenants of the Advisor that:Mortgaged Property. (1c) The Collateral will not be removed from the terms Mortgaged Property without the consent of this Agreement do the Mortgagee which consent shall not violate any obligation by which the Company is boundbe unreasonably withheld, whether arising by contract, operation of law delayed or regulation, or otherwise;conditioned. (2d) Unless stated otherwise in this Mortgage the Company only persons having any interest in the Collateral are Mortgagor and Mortgagee and no financing statement covering any such property and any proceeds thereof is the sole owner of the assets covered hereby and such assets are free and clear of on file in any and all liens and restrictions on their transfer or sale, public office except for applicable transfer restrictions under various securities laws;pursuant hereto. (3e) this Agreement has been duly authorized, executed The remedies of Mortgagee hereunder are cumulative and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable in accordance with its termsseparate, and the Company has full power and authority to enter into this Agreement and to perform its duties hereunder;exercise of any one or more of the remedies provided for herein or under the Uniform Commercial Code shall not be construed as a waiver of any of the other rights of Mortgagee including having such Collateral deemed part of the Land upon any foreclosure thereof. (4f) If notice to any party of the Investment Portfolios intended disposition of the Collateral is required by law in a particular instance, such notice shall be deemed commercially reasonable if given at least ten (10) days prior to such intended disposition and may be given by advertisement in a newspaper accepted for legal publications either separately or as part of a notice given to foreclose the Mortgaged Property or may be given by private notice if such parties are not subject known to Mortgagee. (g) Mortgagor will from time to time provide Mortgagee on reasonably request with itemizations of all such Collateral on the Premises. (h) The filing of a financing statement pursuant to the U.S. Employee Retirement Income Security Act Code shall never impair the stated intention of 1974this Mortgage that all Chattels and Improvements are, and at all times and for all purposes and in all proceedings both legal or equitable shall be regarded as amended (“ERISA”);part of the Land irrespective of whether such item is physically attached to the Land or any such item is referred to or reflected in a financing statement. (5i) it is not a “Benefit Plan Investor,” as defined under ERISA;Mortgagor will on demand deliver all financing statements and/or continuations that may from time to time be required by Mortgagee to establish and perfect the priority of Mortgagee’s security interest in such Collateral and all costs, including recording fees, shall be paid by Mortgagor. (6j) Mortgagor shall give advance written notice of any proposed change in Mortgagor’s name, address, identity or structure and will execute and deliver to Mortgagee prior to or concurrently with such change all additional financing statements that Mortgagee may require to establish and perfect the Company priority of Mortgagee’s security interest. (k) Mortgagor shall renew and pay all expenses of renewing the financing statement covering the Collateral in the event the security interest in such Collateral will deliver or cause to be delivered expire by reason of statutory law prior to the Advisor in writing, all the information, documents and instruments that the Advisor may reasonably request in order to perform its duties hereunder; and (7) the representations and warranties contained herein shall continue and remain in effect during end of the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Company will promptly notify the Advisor of such eventMortgage.

Representations and Agreements. (a) The Advisor represents to and agrees with the Company that: (1) the terms of this Agreement do not violate any obligation by which the Advisor is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) this Agreement has been duly authorized, executed and delivered by the Advisor and constitutes a legal, valid and binding agreement of the Advisor enforceable in accordance with its terms, and the Advisor has full power and authority to enter into this Agreement and to perform its duties hereunder; (3) it shall maintain at all times during the term of this Agreement competent personnel to perform the duties required of it hereunder, and the Advisor’s expenses in connection therewith shall be borne by the Advisor; and (4) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing foregoing, representations untrue, incomplete or inaccurate in any respect, the Advisor will promptly notify the Company of such event. (b) The Company represents to and agrees with the Advisor that: (1) the terms of this Agreement do not violate any obligation by which the Company is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) the Company is the sole owner of the assets covered hereby and such assets are free and clear of any and all liens and restrictions on their transfer or sale, except for applicable transfer restrictions under various securities laws; (3) this Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable in accordance with its terms, and the Company has full power and authority to enter into this Agreement and to perform its duties hereunder; (4) the Investment Portfolios are not subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (5) it is not a “Benefit Plan Investor,” as defined under ERISA; (6) the Company will deliver or cause to be delivered to the Advisor in writing, all the information, documents and instruments that the Advisor may reasonably request in order to perform its duties hereunder; and (7) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Company will promptly notify the Advisor of such event.

Representations and Agreements. The parties (aas applicable) The Advisor represents to represent and agrees with the Company agree that: (1a) Executive and WisdomTree will not take any action or make or cause to be made any statement or comment or communicate any information (whether oral or written) that directly or indirectly disparages or reflects negatively on the terms other and, as to WisdomTree, on WTI, any direct or indirect subsidiary of this Agreement do not violate WTI (each a “WT Sub” and collectively, the “WT Subs”), any obligation investment company to which WisdomTree, WTI or any WT Sub serves or has served as investment advisor (each a “WT Advised Issuer” and collectively the “WT Advised Issuers”), including without limitation exchange-traded products offered by which the Advisor is boundWisdomTree Trust, whether arising by contract, operation of law or regulationWisdomTree Issuer PLC and Boost Issuer PLC, or otherwiseany of their respective affiliates, or the respective directors, officers, employees, or businesses of each such entity, except (a) if testifying truthfully under oath pursuant to a court order or subpoena; or (b) in otherwise responding to or providing disclosures required by law. Notwithstanding the foregoing, should Executive fail to abide by the non-disparagement restrictions set forth in this Paragraph 5(a), in addition to the remedies set forth in Paragraph 7 below, WisdomTree, in its sole discretion, may make such public statements as it deems necessary or desirable to clarify or correct any statements or communications made by Executive; (2b) this Agreement Executive has been duly authorizednot and will not remove any records or documents pertaining to WisdomTree, executed and delivered by WTI, any WT Sub, WT Advised Issuer or any of its affiliates from the Advisor and constitutes a legaloffices of WisdomTree, valid and binding agreement WTI, any WT Sub, WT Advised Issuer or any of its affiliates (collectively, “WisdomTree’s offices”) other than documents pertaining to Executive’s employment relationship with WisdomTree, except with the express written permission of the Advisor enforceable in accordance with its termsChief Executive Officer of WisdomTree, and the Advisor Executive will surrender all company materials, whether original, hard-copy or electronic, whether duplicated or otherwise excerpted, regardless of whether made by Executive or others, which Executive has full power and authority to enter into this Agreement and to perform its duties hereunderkept at a place other than WisdomTree’s offices; (3c) it shall maintain at Executive has returned to WisdomTree all times during the term property of this Agreement competent personnel to perform the duties required WisdomTree, WTI, any WT Sub, WT Advised Issuer and any of it hereunderits affiliates in Executive’s possession, including, but not limited to, any company-issued mobile phone(s), tablet(s) and/or laptop computer(s) and charger(s), and office identification and security card(s); (d) Executive no longer has any authority to act on behalf of WisdomTree, WTI, any WT Sub or WT Advised Issuer in any manner whatsoever, except as expressly authorized by an executive officer of WisdomTree or pursuant to the AdvisorPSA; (e) Executive has provided to WisdomTree’s expenses in connection therewith Human Resources Department all usernames and passwords for all web portals to which Executive has obtained access on behalf of WisdomTree, WTI, any WT Sub or WT Advised Issuer, and Executive shall no longer attempt to obtain access to such portals; (f) WisdomTree Europe Ltd. (“WTE”), a wholly-owned subsidiary of WTI, currently leases an apartment for Executive, which lease expires on June 30, 2020 (the “London Lease”). Executive shall use best efforts to replace WTE with Executive as the lessee on the London Lease. Executive shall be borne by solely responsible for all costs and expenses and assume all responsibilities of WTE under the AdvisorLondon Lease as of the Termination Date and shall indemnify WTE for all costs and liabilities associated with such lease after the Termination Date; and (4g) the representations Executive shall resign as an officer and warranties contained herein shall continue director of each WT Sub, WT Advised Issuer and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate its affiliates for which Executive serves in any respect, the Advisor will promptly notify the Company of such event. (b) The Company represents to and agrees with the Advisor that: (1) the terms of this Agreement do not violate any obligation by which the Company is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) the Company is the sole owner capacities effective as of the assets covered hereby and such assets are free and clear of any and all liens and restrictions on their transfer or sale, except for applicable transfer restrictions under various securities laws; (3) this Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable in accordance with its terms, and the Company has full power and authority to enter into this Agreement and to perform its duties hereunder; (4) the Investment Portfolios are not subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (5) it is not a “Benefit Plan Investor,” as defined under ERISA; (6) the Company will deliver or cause to be delivered to the Advisor in writing, all the information, documents and instruments that the Advisor may reasonably request in order to perform its duties hereunder; and (7) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Company will promptly notify the Advisor of such eventTermination Date.

Representations and Agreements. Mortgagor represents and agrees: (a) The Advisor represents Mortgagor is and will be the true and lawful owner of the Collateral, subject to no liens, Charges, security interest and agrees with encumbrances other than the Company that: lien hereof and the Permitted Encumbrances; (1b) the terms Collateral is to be used by Mortgagor solely for business purposes; (c) the Collateral will not be removed from the Premises without the consent of this Agreement do not violate any obligation by which the Advisor is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) this Agreement has been duly authorized, executed and delivered by the Advisor and constitutes a legal, valid and binding agreement of the Advisor enforceable Mortgagee except in accordance with its termsSection 4.4 hereof; (d) unless stated otherwise in this Mortgage the only persons having any interest in the Collateral are Mortgagor and Mortgagee and no financing statement covering any such property and any proceeds thereof is on file in any public office except pursuant hereto; (e) the remedies of Mortgagee hereunder are cumulative and separate, and the Advisor has full power exercise of any one or more of the remedies provided for herein or under the Code shall not be construed as a waiver of any of the other rights of Mortgagee including having such Collateral deemed part of the realty upon any foreclosure thereof; (f) if notice to any party of the intended disposition of the Collateral is required by law in a particular instance, such notice shall be deemed commercially reasonable if given at least ten (10) days prior to such intended disposition and authority may be given by advertisement in a newspaper accepted for legal publications either separately or as part of a notice given to enter into foreclose the real property or may be given by private notice if such parties are known to Mortgagee; (g) Mortgagor will from time to time provide Mortgagee on request with itemizations of all such Collateral on the Premises; (h) the filing of a financing statement pursuant to the Code shall never impair the stated intention of this Agreement Mortgage that all Improvements, Fixtures, Equipment and to perform its duties hereunder; (3) it shall maintain Personal Property described in Granting Clause B hereof are, and at all times during the term of this Agreement competent personnel to perform the duties required of it hereunder, and the Advisor’s expenses for all purposes and in connection therewith all proceedings both legal or equitable shall be borne by the Advisor; and (4) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Advisor will promptly notify the Company of such event. (b) The Company represents to and agrees with the Advisor that: (1) the terms of this Agreement do not violate any obligation by which the Company is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) the Company is the sole owner regarded as part of the assets covered hereby real property mortgaged hereunder irrespective of whether such item is physically attached to the real property or any such item is referred to or reflected in a financing statement; (i) Mortgagor will on demand deliver all financing statements and/or continuations that may from time to time be required by Mortgagee to establish and perfect the priority of Mortgagee’s security interest in such assets are free and clear of any Collateral and all liens and restrictions on their transfer or salecosts, except for applicable transfer restrictions under various securities lawsincluding recording fees, shall be paid by Mortgagor; (3) this Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable in accordance with its terms, and the Company has full power and authority to enter into this Agreement and to perform its duties hereunder; (4) the Investment Portfolios are not subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (5) it is not a “Benefit Plan Investor,” as defined under ERISA; (6) the Company will deliver or cause to be delivered to the Advisor in writing, all the information, documents and instruments that the Advisor may reasonably request in order to perform its duties hereunder; and (7) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Company will promptly notify the Advisor of such event.

Representations and Agreements. Mortgagor represents and agrees: (a) The Advisor represents Mortgagor is and will be the true and lawful owner of the Collateral, subject to no liens, charges, security interest and agrees with encumbrances other than the Company that: (1) lien hereof and the terms of this Agreement do not violate any obligation by which the Advisor is bound, whether arising by contract, operation of law or regulation, or otherwisePermitted Encumbrances; (2b) this Agreement has been duly authorized, executed the Collateral is to be used by Mortgagor solely for business purposes being installed upon the Premises for Mortgagor's own use or as the equipment and delivered furnishing leased or furnished by Mortgagor; (c) the Advisor and constitutes a legal, valid and binding agreement Collateral will not be removed from the Premises without the consent of the Advisor enforceable Mortgagee except in accordance with its termsSection 4.4 hereof; (d) unless stated otherwise in this Mortgage the only persons having any interest in the Collateral are Mortgagor and Mortgagee and no financing statement covering any such property and any proceeds thereof is on file in any public office except pursuant hereto; (e) the remedies of Mortgagee hereunder are cumulative and separate, and the Advisor has full power and authority to enter into this Agreement and to perform its duties hereunderexercise of any one or more of the remedies provided for herein or under the Code shall not be construed as a waiver of any of the other rights of Mortgagee including having such Collateral deemed part of the realty upon any foreclosure thereof; (3f) it if notice to any party of the intended disposition of the Collateral is required by law in a particular instance, such notice shall maintain be deemed commercially reasonable if given at least ten (10) days prior to such intended disposition and may be given by advertisement in a newspaper accepted for legal publications either separately or as part of a notice given to foreclose the real property or may be given by private notice if such parties are known to Mortgagee; (g) Mortgagor will from time to time provide Mortgagee on request with itemizations of all such Collateral on the Premises; (h) the filing of a financing statement pursuant to the Code shall never impair the stated intention of this Mortgage that all Improvements, Fixtures, Equipment and Personal Property described in Granting Clause B hereof are at all times during and for all purposes and in all proceedings both legal or equitable regarded as part of the real property mortgaged hereunder irrespective of whether such item is physically attached to the real property or any such item is referred to or reflected in a financing statement; (i) Mortgagor will on demand deliver all financing statements and/or continuations that may from time to time be required by Mortgagee to establish and perfect the priority of Mortgagee's security interest in such Collateral and all costs, including recording fees, shall be paid by Mortgagor; (j) Mortgagor shall give advance written notice of any proposed change in Mortgagor's name, address, identity or structure and will execute and deliver to Mortgagee prior to or concurrently with such change all additional financing statements that Mortgagee may require to establish and perfect the priority of Mortgagee's security interest; and (k) Mortgagor shall continue and pay all expenses of continuing the financing statement covering the Collateral in the event the security interest in such Collateral will expire by reason of statutory law prior to the end of the term of this Agreement competent personnel to perform the duties required of it hereunder, and the Advisor’s expenses in connection therewith shall be borne by the Advisor; and (4) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Advisor will promptly notify the Company of such eventMortgage. (b) The Company represents to and agrees with the Advisor that: (1) the terms of this Agreement do not violate any obligation by which the Company is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) the Company is the sole owner of the assets covered hereby and such assets are free and clear of any and all liens and restrictions on their transfer or sale, except for applicable transfer restrictions under various securities laws; (3) this Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable in accordance with its terms, and the Company has full power and authority to enter into this Agreement and to perform its duties hereunder; (4) the Investment Portfolios are not subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (5) it is not a “Benefit Plan Investor,” as defined under ERISA; (6) the Company will deliver or cause to be delivered to the Advisor in writing, all the information, documents and instruments that the Advisor may reasonably request in order to perform its duties hereunder; and (7) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Company will promptly notify the Advisor of such event.

Representations and Agreements. (a) The Advisor represents Wal*Mart acknowledges that Supplier is a franchisor that, as such, Supplier does not operate tax preparation offices other than through its subsidiary, Tax Services of America, Inc. (“TSA”). Supplier makes no representation as to and agrees the degree of Operator participation or the amount of commissions that may become payable to Wal*Mart in connection with the Company that:Promotion. (1b) Each party shall comply with all federal, state, and/or local laws and regulations applicable to its business and its performance under this Agreement. (c) Before any person is assigned to perform Services, Supplier shall conduct, or cause its Operators to conduct, a diligent inquiry and screening into the terms qualifications of each person contemplated for the assignment. Based on the information derived from such diligent inquiry and screening, no person may be assigned to perform Services who, in the exercise of reasonable judgment, poses a reasonably ascertainable risk to the safety or property of Wal-Mart or its Associates, customers, or business invitees. For purposes of this Agreement do not violate any obligation by which the Advisor is boundprovision, whether arising by contract, operation of law or regulation, or otherwise; (2i) this Agreement has been duly authorized, executed “diligent inquiry and delivered by the Advisor and constitutes screening into” means conducting a legal, valid and binding agreement of the Advisor enforceable criminal background check in accordance with its termsfederal and state law, properly checking references, and using such other methods to determine the Advisor qualifications of any person assigned to perform Services as a reasonable and prudent employer might utilize under the circumstances, and (ii) “risk” means any propensity to engage in violence, sex crimes, fraud, theft, vandalism, or any other conduct likely to result in harm to a person or property. Wal*Mart shall report, orally or in writing, in a timely fashion, any complaints about any person assigned to perform Services that Wal*Mart receives. Within three (3) business days after receiving such notification from Wal*Mart, Supplier will verify to Wal*Mart, in writing, that it complied with the preceding paragraph or, if it cannot so verify, Supplier will covenant to take all reasonably appropriate measures under the circumstances, within a timely manner, necessary to comply with the preceding paragraph. (d) Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its duties hereunder; (3) it shall maintain at all times during the term obligations under this Agreement; that its execution delivery and performance of this Agreement competent personnel will not violate, create a default under or breach any charter, bylaws, agreement, arrangement, license, permit, indebtedness, certificate, order, decree or security instrument to perform the duties required of which it hereunder, or its assets are bound or subject; and the Advisor’s expenses in connection therewith shall be borne by the Advisor; and (4) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Advisor will promptly notify the Company of such event. (b) The Company represents to and agrees with the Advisor that: (1) the terms of this Agreement do not violate any obligation by which the Company is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) the Company is the sole owner of the assets covered hereby and such assets are free and clear of any and all liens and restrictions on their transfer or sale, except for applicable transfer restrictions under various securities laws; (3) this Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable against it in accordance with its termsterms (except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and the Company has full power and authority to enter into this Agreement and to perform its duties hereunder; (4) the Investment Portfolios are not subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”by general equitable principles); (5) it is not a “Benefit Plan Investor,” as defined under ERISA; (6) the Company will deliver or cause to be delivered to the Advisor in writing, all the information, documents and instruments that the Advisor may reasonably request in order to perform its duties hereunder; and (7) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Company will promptly notify the Advisor of such event.

Representations and Agreements. Mxxxxxxxx represents and agrees: (a) The Advisor represents to Mxxxxxxxx is and agrees with will be the Company that: (1) the terms of this Agreement do not violate any obligation by which the Advisor is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) this Agreement has been duly authorized, executed true and delivered by the Advisor and constitutes a legal, valid and binding agreement lawful owner of the Advisor enforceable in accordance with its termsCollateral, subject to no liens, charges, security interest and encumbrances other than the lien hereof and the Advisor has full power and authority to enter into this Agreement and to perform its duties hereunder; (3) it shall maintain at all times during the term of this Agreement competent personnel to perform the duties required of it hereunder, and the Advisor’s expenses in connection therewith shall be borne by the Advisor; and (4) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Advisor will promptly notify the Company of such eventPermitted Encumbrances. (b) The Company represents Collateral is to be used by Mortgagor solely for business purposes being installed upon the Mortgaged Property for Mortgagor’s own use or as the equipment and agrees with furnishings leased or furnished by Mxxxxxxxx, as landlord, to tenants of the Advisor that:Mortgaged Property. (1c) The Collateral will not be removed from the terms Mortgaged Property without the consent of this Agreement do the Mortgagee which consent shall not violate any obligation by which the Company is boundbe unreasonably withheld, whether arising by contract, operation of law delayed or regulation, or otherwise;conditioned. (2d) Unless stated otherwise in this Mortgage the Company only persons having any interest in the Collateral are Mortgagor and Mortgagee and no financing statement covering any such property and any proceeds thereof is the sole owner of the assets covered hereby and such assets are free and clear of on file in any and all liens and restrictions on their transfer or sale, public office except for applicable transfer restrictions under various securities laws;pursuant hereto. (3e) this Agreement has been duly authorized, executed The remedies of Mortgagee hereunder are cumulative and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable in accordance with its termsseparate, and the Company has full power and authority to enter into this Agreement and to perform its duties hereunder;exercise of any one or more of the remedies provided for herein or under the Uniform Commercial Code shall not be construed as a waiver of any of the other rights of Mortgagee including having such Collateral deemed part of the Land upon any foreclosure thereof. (4f) If notice to any party of the Investment Portfolios intended disposition of the Collateral is required by law in a particular instance, such notice shall be deemed commercially reasonable if given at least ten (10) days prior to such intended disposition and may be given by advertisement in a newspaper accepted for legal publications either separately or as part of a notice given to foreclose the Mortgaged Property or may be given by private notice if such parties are not subject known to Mortgagee. (g) Mortgagor will from time to time provide Mortgagee on reasonably request with itemizations of all such Collateral on the Premises. (h) The filing of a financing statement pursuant to the U.S. Employee Retirement Income Security Act Code shall never impair the stated intention of 1974this Mortgage that all Chattels and Improvements are, and at all times and for all purposes and in all proceedings both legal or equitable shall be regarded as amended (“ERISA”);part of the Land irrespective of whether such item is physically attached to the Land or any such item is referred to or reflected in a financing statement. (5i) it is not a “Benefit Plan Investor,” as defined under ERISA;Mortgagor will on demand deliver all financing statements and/or continuations that may from time to time be required by Mortgagee to establish and perfect the priority of Mortgagee’s security interest in such Collateral and all costs, including recording fees, shall be paid by Mxxxxxxxx. (6j) Mortgagor shall give advance written notice of any proposed change in Mxxxxxxxx’s name, address, identity or structure and will execute and deliver to Mortgagee prior to or concurrently with such change all additional financing statements that Mortgagee may require to establish and perfect the Company priority of Mortgagee’s security interest. (k) Mortgagor shall renew and pay all expenses of renewing the financing statement covering the Collateral in the event the security interest in such Collateral will deliver or cause to be delivered expire by reason of statutory law prior to the Advisor in writing, all the information, documents and instruments that the Advisor may reasonably request in order to perform its duties hereunder; and (7) the representations and warranties contained herein shall continue and remain in effect during end of the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Company will promptly notify the Advisor of such eventMortgage.

Representations and Agreements. (a) The Advisor represents to I represent and agrees with the Company thatagree as follows: a. I agree that the exam content and materials are confidential and secret, protected by U.S. and international copyright and trade secret laws, and disclosed to me for the sole purpose of my taking this exam for Teradata certification and for no other purpose. b. I agree that the exam content and answers, including my answers, are the sole property of Teradata. c. I have not prepared for this exam by using any study materials that may have resulted from a breach of Xxxxxxxx’s rights (1) such as copies of actual exam questions, all of which are unauthorized). d. I am the terms of person seeking Teradata certification and am not taking this Agreement do test for any other person. e. I will not seek assistance with exam questions or answers from any person or other source, including any notes or study materials, during the exam or exam breaks. f. I have read, agree to, and will not violate the Test Center Regulations. g. I am not taking this exam in violation of Xxxxxxxx’s re-take policy. h. I have not violated any obligation prior Teradata Certification Candidate Agreements. i. Any misrepresentation by which me in the Advisor above statements is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) this Agreement has been duly authorized, executed and delivered by the Advisor and constitutes a legal, valid and binding agreement of the Advisor enforceable in accordance with its terms, and the Advisor has full power and authority to enter into this Agreement and to perform its duties hereunder; (3) it shall maintain at all times during the term of this Agreement competent personnel to perform the duties required of it hereunder, and the Advisor’s expenses in connection therewith shall be borne by the Advisor; and (4) the representations and warranties contained herein shall continue and remain in effect during the term violation of this Agreement. 3. Disclaimer, andLimitations of Liability. TERADATA MAKES, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrueAND YOU RECEIVE, incomplete or inaccurate in any respectNO WARRANTIES OR CONDITIONS OF ANY KIND, the Advisor will promptly notify the Company of such eventEXPRESS, IMPLIED OR STATUTORY, RELATED TO OR ARISING IN ANY WAY OUT OF THIS AGREEMENT. TERADATA SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY FOR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL TERADATA BE LIABLE FOR INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF REVENUE) ARISING OUT OF THIS AGREEMENT OR INCURRED BY YOU, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF TERADATA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TERADATA’S LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES ACTUALLY PAID TO TERADATA UNDER THIS AGREEMENT. THIS SECTION REPRESENTS YOUR EXCLUSIVE REMEDY AND XXXXXXXX'S ENTIRE LIABILITY UNDER THIS AGREEMENT. THIS SECTION DOES NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE MANDATORY LAWS WHICH CANNOT BE WAIVED BY CONTRACT. (b) The Company represents to and agrees with the Advisor that: (1) the terms of this Agreement do not violate any obligation by which the Company is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) the Company is the sole owner of the assets covered hereby and such assets are free and clear of any and all liens and restrictions on their transfer or sale, except for applicable transfer restrictions under various securities laws; (3) this Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable in accordance with its terms, and the Company has full power and authority to enter into this Agreement and to perform its duties hereunder; (4) the Investment Portfolios are not subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (5) it is not a “Benefit Plan Investor,” as defined under ERISA; (6) the Company will deliver or cause to be delivered to the Advisor in writing, all the information, documents and instruments that the Advisor may reasonably request in order to perform its duties hereunder; and (7) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Company will promptly notify the Advisor of such event.

Representations and Agreements. (a) The Advisor represents to Company represents, warrants and agrees with covenants that, as of the Company thatdate of this Agreement: (1i) the Company is duly organized, validly existing and in good standing under the laws of the State of Maryland, has the corporate power and authority and the legal right to own and operate its Investments and to conduct the business in which it is now engaged and is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where the conduct of its business requires such qualification, except for failures to be so qualified, authorized or licensed that could not in the aggregate have a material adverse effect on the business operations, assets or financial condition of the Company and the Subsidiaries, if any, taken as a whole; (ii) the Company has the corporate power and authority and the legal right to make, deliver and perform this Agreement and all obligations required hereunder, and has taken all necessary corporate action to authorize this Agreement on the terms and conditions hereof and the execution, delivery and performance of this Agreement do and all obligations required hereunder. No consent of any other Person that has not violate any obligation by which already been obtained, including stockholders and creditors of the Advisor is boundCompany, whether arising by contractand no license, operation of law permit, approval or regulationauthorization of, exemption by, notice or report to, or otherwise; (2) registration, filing or declaration with, any governmental authority is required by the Company in connection with this Agreement or the execution, delivery, performance, validity or enforceability of this Agreement and all obligations required hereunder. This Agreement has been duly authorizedbeen, and each instrument or document required hereunder will be, executed and delivered by a duly authorized officer of the Advisor Company, and constitutes a legalthis Agreement constitutes, and each instrument or document required hereunder when executed and delivered hereunder will constitute, the legally valid and binding agreement obligation of the Advisor Company enforceable against the Company in accordance with its terms; (iii) the execution, delivery and performance of this Agreement and the documents or instruments required hereunder will not violate any provision of any existing law or regulation binding on the Company, or any order, judgment, award or decree of any court, arbitrator or governmental authority binding on the Company, or the Governing Instruments of, or any securities issued by the Company or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Company is a party or by which the Company or any of its assets may be bound, the violation of which would have a material adverse effect on the business operations, assets or financial condition of the Company and its Subsidiaries, if any, taken as a whole, and will not result in, or require the Advisor creation or imposition of, any lien on any of its property, assets or revenues pursuant to the provisions of any such mortgage, indenture, lease, contract or other agreement, instrument or undertaking. (b) The Manager represents, warrants and covenants that, as of the date of this Agreement: (i) the Manager is duly organized, validly existing and in good standing under the laws of the State of Delaware, has full the limited partnership power and authority and the legal right to enter into own and operate its assets and to conduct the business in which it is now engaged and is duly qualified as a foreign limited partnership and in good standing under the laws of each jurisdiction where the conduct of its business requires such qualification, except for failures to be so qualified, authorized or licensed that could not in the aggregate have a material adverse effect on the business operations, assets or financial condition of the Manager and its subsidiaries, if any, taken as a whole; (ii) the Manager has the limited partnership power and authority and the legal right to make, deliver and perform this Agreement and all obligations required hereunder and has taken all necessary limited partnership action to perform authorize this Agreement on the terms and conditions hereof and the execution, delivery and performance of this Agreement and all obligations required hereunder. No consent of any other Person that has not already been obtained, including partners and creditors of the Manager, and no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required by the Manager in connection with this Agreement or the execution, delivery, performance, validity or enforceability of this Agreement and all obligations required hereunder. This Agreement has been, and each instrument or document required hereunder will be, executed and delivered by a duly authorized officer of the Manager, and this Agreement constitutes, and each instrument or document required hereunder when executed and delivered hereunder will constitute, the legally valid and binding obligation of the Manager enforceable against the Manager in accordance with its duties hereunderterms; (3iii) it shall maintain the execution, delivery and performance of this Agreement and the documents or instruments required hereunder will not violate any provision of any existing law or regulation binding on the Manager, or any order, judgment, award or decree of any court, arbitrator or governmental authority binding on the Manager, or the Governing Instruments of or any securities issued by the Manager, or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Manager is a party or by which the Manager or any of its assets may be bound, the violation of which would have a material adverse effect on the business operations, assets or financial condition of the Manager and its subsidiaries, if any, taken as a whole, and will not result in, or require, the creation or imposition of any lien or any of its property, assets or revenues pursuant to the provisions of any such mortgage, indenture, lease, contract or other agreement, instrument or undertaking; (iv) the Manager is solvent and has the ability to pay its debts as they become due; (v) in performing its duties under this Agreement, the Manager is in compliance in all material respects with and will comply in all material respects with all requirements of any federal, state or local law, rule, regulation or ordinance which apply to its obligations hereunder and the operation of its business; (vi) the Manager has not made and will not make, and none of its subsidiaries and, to the knowledge of the Manager, none of the Responsible Personnel have made or will make (A) any unlawful contribution or gift, or provide any entertainment, to any foreign or U.S. government official or employee; (B) any payment or take any action that violates or would be in violation of any provision of any federal, state or local or other applicable domestic or foreign law, rule, regulation or ordinance regarding illegal payments or corrupt practices, or, whether currently or formerly subject thereto, any provision of the Foreign Corrupt Practices Act of 1977, as amended; or (C) any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; (vii) the operations of the Manager and its subsidiaries are and have been conducted at all times during in compliance with the term financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, and with the money laundering statutes of all other applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Manager or any of its Affiliates with respect to such laws is pending or, to the knowledge of the Manager, threatened; (viii) the Manager is not, and none of its Affiliates and, to the knowledge of the Manager, none of the Responsible Personnel, is currently subject to or doing business with or in any country subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury; (ix) the Manager agrees to certify the Manager’s compliance with the provisions of clauses (v), (vi), (vii) and (viii) of this Agreement competent personnel to perform the duties required of it hereunder, and the Advisor’s expenses in connection therewith shall be borne Section 10(b) if requested by the Advisor; and (4) the representations and warranties contained herein shall continue and remain in effect Company from time to time during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Advisor will promptly notify the Company of such event. (b) The Company represents to and agrees with the Advisor that: (1) the terms of this Agreement do not violate any obligation by which the Company is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) the Company is the sole owner of the assets covered hereby and such assets are free and clear of any and all liens and restrictions on their transfer or sale, except for applicable transfer restrictions under various securities laws; (3) this Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable in accordance with its terms, and the Company has full power and authority to enter into this Agreement and to perform its duties hereunder; (4) the Investment Portfolios are not subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (5) it is not a “Benefit Plan Investor,” as defined under ERISA; (6) the Company will deliver or cause to be delivered to the Advisor in writing, all the information, documents and instruments that the Advisor may reasonably request in order to perform its duties hereunder; and (7x) the representations and warranties contained herein Manager shall continue and remain in effect during promptly give notice to the term of this Agreement, and, Company if at any time during the term of this Agreement any event occurred which would make it attains knowledge that any of these the foregoing representations untrueacknowledgments, incomplete representations, warranties or inaccurate agreements shall no longer be true in any material respect, the Company will promptly notify the Advisor of such event.

Representations and Agreements. (a) The Advisor represents to regarding the 2 Years Earn-Out Shares and agrees the 2 Years Earn-Out Rights. Newmark Group and the Partnership represent, warrant and agree with the Company Dealer that: (1a) In the terms event any 2 Years Earn-Out Shares are delivered pursuant to the Purchase Agreement to Newmark Group or the Partnership, such persons shall disclaim ownership of such 2 Years Earn-Out Shares and such 2 Years Earn-Out Shares shall be segregated and held in trust and promptly delivered over to the Forward Counterparty in the manner required under the Transfer Notice, in the same form as received, with any necessary endorsements, and that they shall cause their respective subsidiaries, and use commercially reasonable efforts to cause their respective affiliates, to comply with the foregoing. Notwithstanding anything to the contrary herein, the parties acknowledge and agree that irreparable damage would occur in the event that the agreement in this Agreement do Section 3(a) was not violate any obligation by which the Advisor is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) this Agreement has been duly authorized, executed and delivered by the Advisor and constitutes a legal, valid and binding agreement of the Advisor enforceable performed in accordance with its termsspecific terms or was otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the Advisor has full power and authority parties shall be entitled to enter into an injunction or injunctions to prevent breaches or threatened breaches of this Agreement provision and to perform its duties hereunder; (3) it shall maintain at all times during enforce specifically the term performance of the terms if this provision. It is agreed that Dealer is entitled to enforce specifically the performance of terms and provisions of this Agreement competent personnel provision in any court referred to perform below, without proof of actual damages (and each party hereby waives any requirement for the duties required securing or posting of it hereunder, and the Advisor’s expenses any bond in connection therewith shall be borne by the Advisor; and (4) the representations and warranties contained herein shall continue and remain with such remedy), this being in effect during the term addition to any other remedy to which they are entitled at law or in equity. The parties further agree not to assert that a remedy of this Agreementspecific enforcement is unenforceable, andinvalid, if at contrary to law or inequitable for any time during the term reason, nor to assert that a remedy of this Agreement monetary damages would provide an adequate remedy for any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Advisor will promptly notify the Company of such eventbreach. (b) The Company represents rights under the Purchase Agreement with respect to Earn-Out Issuances (as defined in the Purchase Agreement) of NDAQ Shares in respect of the Measurement Periods (as defined in the Purchase Agreement) beginning in 2019 and agrees with 2020 (the Advisor that:“2 Years Earn-Out Rights”) have been validly assigned to the Forward Counterparty under the Assignment Agreement and all conditions and requirements to the effectiveness of such assignment have been satisfied (the “2 Years Earn-Out Assignment”). Neither Newmark Group, the Partnership, nor any of their respective subsidiaries shall disaffirm, disclaim, repudiate or reject, in whole or in part, or challenge the validity of, the 2 Years Earn-Out Assignment or the 2 Years Earn-Out Rights. The transactions contemplated by this Agreement, the Assignment Agreement and the Forward Confirmation do not and will not conflict with, result in any breach or violation of, or constitute a default under, the Purchase Agreement, including, without limitation, Section 3.8 and Section 11.8 thereof and neither Newmark Group, the Partnership, nor any of their respective subsidiaries shall take any action (or fail to take any action) that would cause any such conflict, breach, violation or default under the Purchase Agreement. (1c) The Forward Counterparty shall not, at any time the terms Forward Counterparty’s obligations under the Forward Confirmation remain outstanding, (i) transfer, assign, in whole or in part, any of this Agreement do not violate any obligation by which the Company is bound2 Years Earn-Out Rights, whether arising by contract(ii) disaffirm, operation of law disclaim, repudiate or regulationreject, in whole or in part, or otherwise;challenge the validity of, the 2 Years Earn-Out Assignment or the 2 Years Earn-Out Rights or (iii) make, effect or agree to any amendment, modification, supplement or similar change to the 2 Years Earn-Out Rights or the Transfer Notice, or termination or suspension of the 2 Years Earn-Out Rights or the Transfer Notice, in each case without Dealer’s prior written consent, such consent not to be unreasonably withheld, delayed or conditioned (it being understood that it shall not be unreasonable for such consent to be withheld with respect to any amendments, modifications or supplements that reduce the number of NDAQ Shares deliverable to the Forward Counterparty or delay or impair such delivery). (2d) the Company is the sole owner of the assets covered hereby and such assets are free and clear of any and all liens and restrictions on their transfer or sale, except for applicable transfer restrictions under various securities laws; (3) this Agreement has been duly authorized, executed and delivered by the Company and constitutes a The 2 Years Earn-Out Rights constitute legal, valid and binding agreement obligations of the Company NASDAQ, enforceable in accordance with its their respective terms, subject to applicable bankruptcy, insolvency and the Company has full power and authority to enter into this Agreement similar laws affecting creditors’ rights generally and to perform its duties hereunder;general equitable principles. (4i) The holding period (as determined in accordance with Rule 144 under the Investment Portfolios Securities Act) of the 2 Years Earn-Out Shares commenced no later than one year prior to the Closing Date, (ii) there are and will be no Transfer Restrictions (as defined in the Forward Confirmation, it being understood that restricted stock which may, at any time of determination, be immediately sold by the Forward Counterparty at such time pursuant to Rule 144(b)(1)(i) shall not be deemed to be subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (5) it is not a “Benefit Plan Investor,Transfer Restriction” hereunder or thereunder) on such 2 Years Earn-Out Shares in the hands of the Forward Counterparty upon receipt thereof, (iii) neither Newmark Group, the Partnership nor any of their respective subsidiaries (including the Forward Counterparty) shall take any action that would render the Forward Counterparty unable to make the representation in Section 9.11 of the Equity Definitions (as defined in the Forward Confirmation) with respect to each delivery of the 2 Years Earn-Out Shares to Dealer under ERISA; the Forward Confirmation including, without limitation, by becoming an “affiliate” of NASDAQ (6as defined in Rule 144 under the Securities Act), and (iv) the Company will deliver or cause they shall use commercially reasonable efforts to be ensure that all 2 Years Earn-Out Shares delivered to the Advisor Forward Counterparty are delivered without restrictive legends and in writingDTC form, all the information, documents and instruments that the Advisor may reasonably request in order to perform its duties hereunder; and (7) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, andincluding, if at requested by NASDAQ or its transfer agent, by delivery of any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Company will promptly notify the Advisor of such eventnecessary representation letters and/or legal opinions.

Representations and Agreements. (a) The Advisor By the Issuer’s acceptance hereof, the Issuer hereby represents to and agrees with the Company thatPurchaser as follows: (1) At the terms time of the execution of this Agreement do not violate any obligation by which Agreement, the Advisor is boundIssuer is, whether arising by contractand on the Closing Date, operation the Issuer will be, duly organized and validly existing under and pursuant to the Constitution and the laws of law or regulation, or otherwise;the State of Missouri (the “State”). (2) this Agreement The Issuer has been duly authorizedcomplied with the Land Clearance for Redevelopment Authority Law, executed Section 99.300, et seq., X.X.Xx, as amended (“LCRA Law”), and delivered by all the Advisor and constitutes a legal, valid and binding agreement applicable provisions of the Advisor enforceable in accordance with its terms, Constitution and laws of the Advisor State and has full legal right, power and authority to issue the Series 2022 Bonds and to enter into this Agreement, to authorize the execution and delivery of the Indenture, the Land Use Restriction Agreement, the Redevelopment Contract, the Tax Compliance Agreement and the Loan Agreement, to perform its duties hereunder;endorse the Note and to sell and deliver the Series 2022 Bonds to the order of the Purchaser as provided herein and to carry out and consummate all other transactions contemplated by each of the aforesaid documents. 233761 2 Bond Purchase Agreement LCRA / Legacy Bank & Trust Co. / PG/PGN, LP (3) it shall maintain at all times during The Resolution duly authorized the term execution of the Indenture, the Land Use Restriction Agreement, the Redevelopment Contract, the Tax Compliance Agreement and the Loan Agreement, approved the execution and delivery of this Agreement competent personnel to perform and the duties required of it hereunderSeries 2022 Bonds, and authorized the Advisor’s expenses in connection therewith shall taking of any and all such action as may be borne required on the part of the Issuer to carry out, give effect to and consummate the transactions contemplated by the Advisor; andIndenture. (4) the representations The execution and warranties contained herein shall continue and remain in effect during the term delivery of this Agreement, andthe Indenture, if at the Loan Agreement, the Bonds, the Redevelopment Contract, the Land Use Restriction Agreement, the Tax Compliance Agreement and other agreements contemplated hereby and thereby, is in compliance with the provisions hereof and thereof, and the financing of the Project (as defined in the Indenture) with the proceeds of the sale of the Series 2022 Bonds will not conflict with or constitute a breach of or a default under any time during law, administrative regulation, court decree, resolution or agreement to which the term Issuer is subject. (5) There is no controversy, suit or other proceeding of this Agreement any event occurred which would make kind pending or to the Issuer’s knowledge threatened wherein or whereby any question is raised or may be raised, questioning, disputing or affecting in any way the legal organization of the Issuer, or the right or title of any of these foregoing representations untrueits officers to their respective offices, incomplete or inaccurate in the legality of any respectofficial act leading up to the issuance of the Series 2022 Bonds or the constitutionality or validity of the obligations represented by the Series 2022 Bonds or the validity of the Series 2022 Bonds, the Advisor will promptly notify Loan Agreement, the Company of such eventIndenture, the Land Use Restriction Agreement or the Tax Compliance Agreement. (b) The Company Purchaser represents to and agrees with the Advisor thatas follows: (1) the terms of this Agreement do not violate any obligation by which the Company is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) the Company is the sole owner of the assets covered hereby and such assets are free and clear of any and all liens and restrictions on their transfer or sale, except for applicable transfer restrictions under various securities laws; (3) this Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable in accordance with its terms, and the Company has full power and authority to enter into this Agreement and to perform its duties hereunder; (4) the Investment Portfolios are not subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (5) it is not a “Benefit Plan Investor,” as defined under ERISA; (6) the Company will deliver or cause to be delivered to the Advisor in writing, all the information, documents and instruments that the Advisor may reasonably request in order to perform its duties hereunder; and (7) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Company will promptly notify the Advisor of such event.

Representations and Agreements. The Issuer hereby represents and agrees as follows: (a) As of the date of the Official Statement and at the time of Closing, the statements and information contained in the Official Statement will be true, correct and complete in all material respects and the Official Statement will not omit any statement or information which should be included therein for the purposes for which the Official Statement is to be used or which is necessary to make the statements or information contained in the Official Statement in light of the circumstances under which they were made, not misleading. (b) Between the date of this Agreement and the Closing Date, other than as disclosed in the Official Statement, the Issuer will not execute any bonds, notes or obligations for borrowed money, other than the 2008 Bonds and the 2008A Bonds which pledge either the full faith and credit of the Issuer or the Assessment Revenues or System Revenues, without giving prior written notice thereof to the Underwriters. (c) The Advisor represents to Issuer is, and agrees will be at the Closing Date, duly organized and validly existing as a political subdivision of the State of Florida under the Constitution and laws of the State with the Company that:powers and authority set forth in the Act. (d) The Issuer has full legal right, power and authority to: (i) enter into this Agreement, the Indenture, the Disclosure Agreement, and the Escrow Deposit Agreement to be dated as of February 1, 2008 or such other date as determined by the Issuer (the "Escrow Deposit Agreement"), (ii) adopt the resolution authorizing, among other things, the execution and delivery of the Indenture (the "Resolution"), (iii) sell, issue and deliver the 2008 Bonds to the Underwriters as provided herein, and (iv) carry out and consummate the transactions specified by this Agreement, the Escrow Deposit Agreement, the Indenture, the Resolution, the Disclosure Agreement, and the Official Statement, and the Issuer has complied, and at the Closing, will be in compliance, in all respects, with the terms of the Act and with the obligations on its part in connection with the issuance of the 2008 Bonds contained in the Resolution, the Indenture, the 2008 Bonds, the Disclosure Agreement, this Agreement do not violate any obligation by which and the Advisor is bound, whether arising by contract, operation of law or regulation, or otherwise;Escrow Deposit Agreement. (2e) By all necessary official action, the Issuer has duly adopted the Resolution, has duly authorized and approved the Official Statement, has duly authorized and approved the execution and delivery of, and the performance by the Issuer, of this Agreement, the Indenture, the Disclosure Agreement, the Escrow Deposit Agreement and all other obligations on its part in connection with the issuance of the 2008 Bonds and the consummation by it of all other transactions specified by this Agreement has in connection with the issuance of the 2008 Bonds. (f) When delivered to and paid for by the Underwriters at the Closing in accordance with the provisions of this Agreement, the Indenture and the 2008 Bonds will have been duly authorized, executed executed, issued and delivered by the Advisor and constitutes a will constitute legal, valid and binding agreement special obligations of the Advisor enforceable Issuer in accordance conformity with its termsthe Act and the Resolution, and shall be entitled to the Advisor has full power and authority to enter into this Agreement and to perform its duties hereunder;benefits of the Resolution. (3g) it shall maintain at all times during The adoption of the term of this Agreement competent personnel to perform the duties required of it hereunder, Resolution and the Advisor’s expenses in connection therewith shall be borne by the Advisor; and (4) the representations authorization, execution and warranties contained herein shall continue and remain in effect during the term delivery of this Agreement, andthe Indenture, if at the Disclosure Agreement, the Escrow Deposit Agreement and the 2008 Bonds, and compliance with the provisions hereof and thereof will not conflict with, or constitute a breach of or default under any time during law, administrative regulation, consent decree, ordinance, resolution or any agreement or other instrument to which the term Issuer was or is subject, as the case may be, nor will such adoption, execution, delivery, authorization or compliance result in the creation or imposition of this Agreement any event occurred which would make lien, charge or other security interest or encumbrance of any nature whatsoever upon any of these foregoing representations untruethe property or assets of the Issuer, incomplete or inaccurate in under the terms of any respectlaw, administrative regulation, ordinance, resolution or instrument, except as expressly provided by the Advisor will promptly notify the Company of such eventIndenture. (bh) As of the date hereof and at the time of Closing, the Issuer will be in compliance in all respects with the covenants and agreements contained in the Indenture and no event of default and no event which, with the lapse of time or giving of notice, or both, would constitute an event of default under the Indenture will have occurred or be continuing. (i) Except as provided in the Official Statement, all approvals, consents, authorizations and orders of any governmental authority or agency having jurisdiction in any matter which would constitute a condition precedent to the performance by the Issuer of its obligations hereunder and its obligations under the Indenture have been obtained and are in full force and effect. (j) The Company represents Issuer is lawfully empowered to pledge and agrees xxxxx x xxxx upon the Assessment Revenues and Net System Revenues for payment of the principal of and interest on the 2008 Bonds. (k) Except as disclosed in the Official Statement, to the best knowledge of the Issuer, as of the date hereof and as of Closing, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or threatened against the Issuer, affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the 2008 Bonds or the collection of the Assessment Revenues or System Revenues or the pledge of and lien on the Assessment Revenues and Net System Revenues created by the Indenture or contesting or affecting as to the Issuer the validity or enforceability in any respect relating to the 2008 Bonds, the Resolution, the Indenture, this Agreement, the Disclosure Agreement, the Escrow Deposit Agreement or contesting the tax- exempt status of interest on the 2008 Bonds, or contesting the completeness or accuracy of the Official Statement or any supplement or amendment to either, or contesting the powers of the Issuer or any authority for the issuance of the 2008 Bonds, the adoption of the Resolution or the execution and delivery by the Issuer of this Agreement, the Indenture, the Disclosure Agreement, or the Escrow Deposit Agreement. (l) The Issuer will furnish such information, execute such instruments and take such other action in cooperation with the Advisor that: (1) Underwriters as the terms of this Agreement do not violate any obligation by which the Company is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) the Company is the sole owner of the assets covered hereby and such assets are free and clear of any and all liens and restrictions on their transfer or sale, except for applicable transfer restrictions under various securities laws; (3) this Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable in accordance with its terms, and the Company has full power and authority to enter into this Agreement and to perform its duties hereunder; (4) the Investment Portfolios are not subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (5) it is not a “Benefit Plan Investor,” as defined under ERISA; (6) the Company will deliver or cause to be delivered to the Advisor in writing, all the information, documents and instruments that the Advisor Underwriters may reasonably request in order to perform (i) qualify the 2008 Bonds for offer and sale under the "blue sky" or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriters may designate, and (ii) determine the eligibility of the 2008 Bonds for investment under the laws of such states and other jurisdictions, and will use its duties hereunderbest efforts to continue such qualifications in effect so long as required for the distribution of the 2008 Bonds; andprovided, however, that the Issuer shall not be required to pay any fees, charges, taxes or other amounts, or execute a general or special consent to service of process or qualify to do business in connection with any such qualification or determination in any jurisdiction. (7m) The Issuer will not take or omit to take any action, which action or omission will in any way cause the proceeds from the sale of the 2008 Bonds to be applied in a manner contrary to that provided for in the Indenture and as described in the Official Statement. (n) Except as disclosed in the Official Statement, the Issuer is not, and has never been, in default at any time after December 31, 1975, as to principal or interest with respect to an obligation issued or guaranteed by the Issuer. (o) The Issuer has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that it is a bond issuer whose arbitrage certifications may not be relied upon. (p) By certificate, as of its date, the Preliminary Official Statement was deemed "final" for purposes of the Rule, except for "permitted omissions" as therein defined by an official of the Issuer who was heretofore authorized to make such certification. (q) Any certificate signed by any officer of the Issuer and delivered to the Underwriters shall be deemed to be a representation by the Issuer to the Underwriters as to the statements made therein. (r) If, after the date of this Agreement and until the earlier of (i) ninety (90) days from the end of the "underwriting period" (as defined in the Rule) or (ii) the representations and warranties contained herein time when the Official Statement is available to any person from a nationally recognized repository, but in no case less than twenty-five (25) days following the end of the underwriting period, any event shall continue and remain occur, or information come to the attention of the Issuer which might or would cause the Official Statement to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in effect during the term light of this Agreementthe circumstances under which they were made, not misleading, the Issuer shall notify the Underwriters thereof, and, if in the opinion of the Representative, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Issuer will at its own expense forthwith prepare and furnish to the Representative a sufficient number of copies of such amendment or supplement (in form and substance satisfactory to the Representative) which will supplement or amend the Official Statement, so that the Official Statement will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at such time, not misleading. If such notification shall be given subsequent to the Closing Date, such additional legal opinions, certificates, instruments, and other documents as the Representative may reasonably deem necessary to evidence the truth and accuracy of any such supplement or amendment to the Official Statement shall be provided by the Issuer to the Representative and shall be at Issuer's expense. (s) If the Official Statement is supplemented or amended as provided herein, at the time during of such supplement or amendment thereto up to and including the end of the underwriting period, the Official Statement, as so supplemented or amended will not contain any untrue statement of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Between the date hereof and Closing, the Issuer will not supplement or amend the Indenture, this Agreement, the Disclosure Agreement, the Escrow Deposit Agreement or the Official Statement without the prior consent of the Underwriters. (t) The representations and agreements of the Issuer contained herein shall be true and correct and complied with as of the date hereof, as of the date of the Closing, and as if made on the Closing Date. (u) Subsequent to the respective dates as of which information is given in the Official Statement, and prior to the Closing Date, except as set forth in the Official Statement, unless consented to by the Underwriters, (1) the Issuer has not incurred and shall not have incurred any material liabilities or obligations relating to the System, direct or contingent, except in the ordinary course of business, and has not entered and will not have entered into any material transaction relating to the System not in the ordinary course of business, (2) there has not been and will not have been any material increase in the long-term debt payable from Assessment Revenues or System Revenues or material decrease in the fund equity of the general fund of the Issuer relating to the System, (3) there has not been and will not have been any material adverse change in the business or financial position or results of operations of the System, (4) no loss or damage (whether or not insured) to the property of the System has been or will have been sustained which materially and adversely affects the operations of the System, and (5) no legal or governmental proceeding affecting the System, the Assessments or the transactions specified by this Agreement any event occurred has been or will have been instituted or threatened which would make any of these foregoing representations untrue, incomplete or inaccurate is material. (v) Other than as disclosed in any respectthe Preliminary Official Statement and Official Statement, the Company Issuer has never failed to comply with any agreement to provide continuing disclosure information pursuant to the Rule. (w) The following representations and statements are being made to comply with Section 218.385(2) and (3), Florida Statutes, and constitute the truth-in-bonding statement required thereby. The Issuer is proposing to issue $ of its 2008 Bonds for the purposes described in Section 1 hereof. The 2008 Bonds are expected to be repaid over a period of approximately years. At an all-in true interest cost rate of %, total interest paid over the life of the 2008 Bonds will promptly notify be $ . The source of repayment for the Advisor 2008 Bonds is the pledge of such eventthe Assessment Revenues and Net System Revenues. Authorizing this obligation will result in $ (on an average annual basis) of Assessment Revenues and Net System Revenues not being available to finance other services of the Issuer each year for approximately years.

Representations and Agreements. (a) The Advisor Each of Company and Warrant Holder represents and warrants to the other that (i) it is an entity duly organized, validly existing and agrees with in good standing under the Company that: laws of its jurisdiction of organization, (1ii) the terms of this Agreement do not violate any obligation by which the Advisor is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) this Agreement it has been duly authorized, executed and delivered by the Advisor and constitutes a legal, valid and binding agreement of the Advisor enforceable in accordance with its terms, and the Advisor has full all requisite power and authority to enter into this Agreement and to perform its duties obligations hereunder;, (iii) the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary actions on its part, and (iv) this Agreement has been duly executed and delivered by it, and assuming due authorization, execution and delivery by the other, constitutes a valid and binding agreement of it, enforceable against it in accordance with the terms of this Agreement, except as enforcement may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in effect affecting creditors’ rights generally and the effect of general principles of equity. (3b) Each of Company and Warrant Holder represents and warrants to the other that (i) neither the execution and delivery of this Agreement nor the performance by it shall maintain at of its obligations hereunder will result in a violation of, or a default under, or conflict with, its governing documents or any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which it is a party or by which it is bound, except as would not prevent, delay or otherwise materially impair its ability to perform its obligations hereunder. (c) Warrant Holder hereby represents and warrants to Company that it has complete ownership and good title to the Warrant, free and clear of all times liens or any encumbrances, and that it has not transferred or attempted to transfer the Warrant to any other party. Warrant Holder further hereby represents and warrants to Company that it has reviewed and evaluated all statements, reports and other documents filed by Company with the Securities and Exchange Commission, that it has reviewed and evaluated the terms of the Merger Agreement and all documents, agreements, schedules and exhibits contemplated thereby, and that it has had the opportunity to request and has received any and all further information relating to Company, the Merger and any other relevant matters that it has requested. (d) Warrant Holder agrees that during the term of this Agreement competent personnel to perform the duties required of it hereundershall not sell, and the Advisor’s expenses in connection therewith shall be borne by the Advisor; and (4) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreementpledge, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete assign or inaccurate in any respect, the Advisor will promptly notify the Company of such event. (b) The Company represents to and agrees with the Advisor that: (1) the terms of this Agreement do not violate any obligation by which the Company is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) the Company is the sole owner of the assets covered hereby and such assets are free and clear of any and all liens and restrictions on their otherwise transfer or sale, except for applicable attempt to transfer restrictions under various securities laws; (3) this Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable in accordance with its terms, and the Company has full power and authority Warrant to enter into this Agreement and to perform its duties hereunder; (4) the Investment Portfolios are not subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (5) it is not a “Benefit Plan Investor,” as defined under ERISA; (6) the Company will deliver or cause to be delivered to the Advisor in writing, all the information, documents and instruments that the Advisor may reasonably request in order to perform its duties hereunder; and (7) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Company will promptly notify the Advisor of such eventother party.

Representations and Agreements. (a) The Advisor represents to I represent and agrees with the Company thatagree as follows: a. I agree that the exam content and materials are confidential and secret, protected by U.S. and international copyright and trade secret laws, and disclosed to me for the sole purpose of my taking this exam for Teradata certification and for no other purpose. b. I agree that the exam content and answers, including my answers, are the sole property of Teradata. c. I have not prepared for this exam by using any study materials that may have resulted from a breach of Teradata’s rights (1) such as copies of actual exam questions, all of which are unauthorized). d. I am the terms of person seeking Teradata certification and am not taking this Agreement do test for any other person. e. I will not seek assistance with exam questions or answers from any person or other source, including any notes or study materials, during the exam or exam breaks. f. I have read, agree to, and will not violate the Test Center Regulations. g. I am not taking this exam in violation of Teradata’s re-take policy. h. I have not violated any obligation prior Teradata Certification Candidate Agreements. i. Any misrepresentation by which me in the Advisor above statements is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) this Agreement has been duly authorized, executed and delivered by the Advisor and constitutes a legal, valid and binding agreement of the Advisor enforceable in accordance with its terms, and the Advisor has full power and authority to enter into this Agreement and to perform its duties hereunder; (3) it shall maintain at all times during the term of this Agreement competent personnel to perform the duties required of it hereunder, and the Advisor’s expenses in connection therewith shall be borne by the Advisor; and (4) the representations and warranties contained herein shall continue and remain in effect during the term violation of this Agreement. 3. Disclaimer, andLimitations of Liability. TERADATA MAKES, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrueAND YOU RECEIVE, incomplete or inaccurate in any respectNO WARRANTIES OR CONDITIONS OF ANY KIND, the Advisor will promptly notify the Company of such eventEXPRESS, IMPLIED OR STATUTORY, RELATED TO OR ARISING IN ANY WAY OUT OF THIS AGREEMENT. TERADATA SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY FOR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL TERADATA BE LIABLE FOR INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF REVENUE) ARISING OUT OF THIS AGREEMENT OR INCURRED BY YOU, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF TERADATA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TERADATA’S LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES ACTUALLY PAID TO TERADATA UNDER THIS AGREEMENT. THIS SECTION REPRESENTS YOUR EXCLUSIVE REMEDY AND TERADATA'S ENTIRE LIABILITY UNDER THIS AGREEMENT. THIS SECTION DOES NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE MANDATORY LAWS WHICH CANNOT BE WAIVED BY CONTRACT. (b) The Company represents to and agrees with the Advisor that: (1) the terms of this Agreement do not violate any obligation by which the Company is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) the Company is the sole owner of the assets covered hereby and such assets are free and clear of any and all liens and restrictions on their transfer or sale, except for applicable transfer restrictions under various securities laws; (3) this Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable in accordance with its terms, and the Company has full power and authority to enter into this Agreement and to perform its duties hereunder; (4) the Investment Portfolios are not subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (5) it is not a “Benefit Plan Investor,” as defined under ERISA; (6) the Company will deliver or cause to be delivered to the Advisor in writing, all the information, documents and instruments that the Advisor may reasonably request in order to perform its duties hereunder; and (7) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Company will promptly notify the Advisor of such event.

Representations and Agreements. (a) The Advisor represents Mortgagor is and will be the true and lawful owner of the Collateral, subject to no liens, charges, security interest and agrees with encumbrances other than the Company that: lien hereof and the Permitted Encumbrances; (1b) the terms Collateral is to be used by the Mortgagor solely for business purposes; (c) the Collateral will not be removed from the Premises without the consent of the Mortgagee except in accordance with Section 4.4 hereof; (d) unless stated otherwise in this Agreement do Mortgage the only persons having any interest in the Collateral are the Mortgagor and the Mortgagee and no financing statement covering any such property and any proceeds thereof is on file in any public office except pursuant hereto; (e) the remedies of the Mortgagee hereunder are cumulative and separate, and the exercise of any one or more of the remedies provided for herein or under the Uniform Commercial Code shall not violate be construed as a waiver of any obligation of the other rights of the Mortgagee including having such Collateral deemed part of the realty upon any foreclosure thereof; (f) if notice to any party of the intended disposition of the Collateral is required by which law in a particular instance, such notice shall be deemed commercially reasonable if given at least ten (10) days prior to such intended disposition and may be given by advertisement in a newspaper accepted for legal publications either separately or as part of a notice given to foreclose the Advisor is bound, whether arising real property or may be given by contract, operation private notice if such parties are known to the Mortgagee; (g) the Mortgagor will from time to time provide the Mortgagee on request with itemizations of law or regulation, or otherwiseall such Collateral on the Premises; (2h) the filing of a financing statement pursuant to the Code shall never impair the stated intention of this Agreement has been duly authorizedMortgage that all Improvements, executed Fixtures, Equipment and delivered by the Advisor and constitutes a legal, valid and binding agreement of the Advisor enforceable Personal Property described in accordance with its termsGranting Clause B hereof are, and the Advisor has full power and authority to enter into this Agreement and to perform its duties hereunder; (3) it shall maintain at all times during and for all purposes and in all proceedings both legal or equitable shall be regarded as part of the real property mortgaged hereunder irrespective of whether such item is physically attached to the real property or any such item is referred to or reflected in a financing statement; (i) the Mortgagor will on demand deliver all financing statements that may from time to time be required by the Mortgagee to establish and perfect the priority of the Mortgagee's security interest in such Collateral; (j) the Mortgagor shall give advance written notice of any proposed change in the Mortgagor's name, identity, address or structure and will execute and deliver to the Mortgagee prior to or concurrently with such change all additional financing statements that the Mortgagee may require to establish and perfect the priority of the Mortgagee's security interest; and (k) the Mortgagor shall renew and pay all expenses of renewing the financing statement covering the Collateral in the event the security interest in such Collateral will expire by reason of statutory law prior to the end of the term of this Agreement competent personnel to perform the duties required of it hereunder, and the Advisor’s expenses in connection therewith shall be borne by the Advisor; and (4) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Advisor will promptly notify the Company of such eventMortgage. (b) The Company represents to and agrees with the Advisor that: (1) the terms of this Agreement do not violate any obligation by which the Company is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) the Company is the sole owner of the assets covered hereby and such assets are free and clear of any and all liens and restrictions on their transfer or sale, except for applicable transfer restrictions under various securities laws; (3) this Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable in accordance with its terms, and the Company has full power and authority to enter into this Agreement and to perform its duties hereunder; (4) the Investment Portfolios are not subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (5) it is not a “Benefit Plan Investor,” as defined under ERISA; (6) the Company will deliver or cause to be delivered to the Advisor in writing, all the information, documents and instruments that the Advisor may reasonably request in order to perform its duties hereunder; and (7) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Company will promptly notify the Advisor of such event.

Representations and Agreements. (a) The Advisor Each of Company and Xxxxxx represents and warrants to the other that (i) it is an entity duly organized, validly existing and agrees with in good standing under the Company that: laws of its jurisdiction of organization, (1ii) the terms of this Agreement do not violate any obligation by which the Advisor is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) this Agreement it has been duly authorized, executed and delivered by the Advisor and constitutes a legal, valid and binding agreement of the Advisor enforceable in accordance with its terms, and the Advisor has full all requisite power and authority to enter into this Agreement and to perform its duties obligations hereunder; , (3iii) it shall maintain at all times during the term execution and delivery of this Agreement competent personnel to perform and the duties required performance of it hereunderits obligations hereunder have been duly authorized by all necessary actions on its part, and the Advisor’s expenses in connection therewith shall be borne by the Advisor; and (4) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Advisor will promptly notify the Company of such event. (b) The Company represents to and agrees with the Advisor that: (1) the terms of this Agreement do not violate any obligation by which the Company is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) the Company is the sole owner of the assets covered hereby and such assets are free and clear of any and all liens and restrictions on their transfer or sale, except for applicable transfer restrictions under various securities laws; (3iv) this Agreement has been duly authorized, executed and delivered by it, and assuming due authorization, execution and delivery by the Company and other, constitutes a legal, valid and binding agreement of the Company it, enforceable against it in accordance with its terms, and the Company has full power and authority to enter into this Agreement and to perform its duties hereunder; (4) the Investment Portfolios are not subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (5) it is not a “Benefit Plan Investor,” as defined under ERISA; (6) the Company will deliver or cause to be delivered to the Advisor in writing, all the information, documents and instruments that the Advisor may reasonably request in order to perform its duties hereunder; and (7) the representations and warranties contained herein shall continue and remain in effect during the term terms of this Agreement, andexcept as enforcement may be subject to or limited by bankruptcy, if at any time during insolvency, reorganization, moratorium or other laws now or hereafter in effect affecting creditors’ rights generally and the term effect of general principles of equity. (b) Each of Company and Xxxxxx represents and warrants to the other that (i) neither the execution and delivery of this Agreement nor the performance by it of its obligations hereunder will result in a violation of, or a default under, or conflict with, its governing documents or any event occurred contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which it is a party or by which it is bound, except as would make not prevent, delay or otherwise materially impair its ability to perform its obligations hereunder. (c) Xxxxxx hereby represents and warrants to Company that it has complete ownership and good title to the Outstanding Preferred Stock and the Warrant, free and clear of all liens or any encumbrances, and that it has not transferred or attempted to transfer the Outstanding Preferred Stock or the Warrant to any other party. Each of Company and Xxxxxx represents and warrants to the other that it retains its respective rights and obligations under the Preferred Investment Agreements, and that it has not transferred or attempted to transfer any of these foregoing representations untruesuch rights and obligations to another party. (d) Xxxxxx represents and warrants to Company that it has reviewed and evaluated all statements, incomplete or inaccurate in reports and other documents filed by Company with the Securities and Exchange Commission, that it has reviewed and evaluated the terms of the Merger Agreement and all documents, agreements, schedules and exhibits contemplated thereby, and that it has had the opportunity to request and has received any respectand all further information relating to Company, the Company will promptly notify the Advisor of such eventMerger and any other relevant matters that it has requested.

Representations and Agreements. 24.01 Tenant expressly acknowledges and agrees that Xxxxxxxx has not made and is not making, in executing and delivering this Lease, and Xxxxxx is not relying upon any warranties, representations, promises or statements, except to the extent that the same are expressly set forth in this Lease. It is understood and agreed that all understandings and agreements set forth in the Lease alone fully and completely express the agreement of the parties and that the same are entered into after full investigation, neither party relying upon any statement or representation not embodied in the Lease Documents, made by the other. 24.02 If any of the provisions of this Lease, or the application thereof to any person or circumstances, shall, to any extent, be invalid or legally unenforceable, the remainder of this Lease, or the application of such provision or provisions to person or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby, and every provision of this Lease shall be affected thereby, and every provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. 24.03 Tenant hereby agrees, warrants, acknowledges and represents that: (a) The Advisor represents to Tenant has inspected the Premises and agrees is satisfied with the Company that: (1) the terms of this Agreement do not violate any obligation by which the Advisor is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) this Agreement has been duly authorized, executed and delivered by the Advisor and constitutes a legal, valid and binding agreement of the Advisor enforceable Premises in accordance with its terms, and the Advisor has full power and authority to enter into this Agreement and to perform its duties hereunder; (3) it shall maintain at all times during the term of this Agreement competent personnel to perform the duties required of it hereunder, and the Advisor’s expenses in connection therewith shall be borne by the AdvisorAS IS CONDITION WITH ALL FAULTS AND DEFECTS; and (4) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Advisor will promptly notify the Company of such event. (b) The Company represents All physical modifications or improvement to the Premises will be at Tenant’s sole cost and agrees expense, comply with the Advisor that: (1) the terms of this Agreement do not violate any obligation by which the Company is bound, whether arising by contract, operation of law or regulation, or otherwiseall applicable laws and code; (2) 24.04 This Lease shall be governed in all respect by the Company is the sole owner laws of the assets covered hereby and such assets are free and clear State of any and all liens and restrictions on their transfer or sale, except for applicable transfer restrictions under various securities laws; (3) this Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable in accordance with its terms, and the Company has full power and authority to enter into this Agreement and to perform its duties hereunder; (4) the Investment Portfolios are not subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (5) it is not a “Benefit Plan Investor,” as defined under ERISA; (6) the Company will deliver or cause to be delivered to the Advisor in writing, all the information, documents and instruments that the Advisor may reasonably request in order to perform its duties hereunder; and (7) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Company will promptly notify the Advisor of such eventConnecticut.

Representations and Agreements. Borrower represents and agrees as follows: (a) The Advisor represents the Collateral is subject to and agrees with no Liens, charges, security interests or encumbrances other than the Company that: (1) the terms of this Agreement do not violate any obligation by which the Advisor is bound, whether arising by contract, operation of law or regulation, or otherwiseLien hereof; (2) this Agreement has been duly authorized, executed and delivered by the Advisor and constitutes a legal, valid and binding agreement of the Advisor enforceable in accordance with its terms, and the Advisor has full power and authority to enter into this Agreement and to perform its duties hereunder; (3) it shall maintain at all times during the term of this Agreement competent personnel to perform the duties required of it hereunder, and the Advisor’s expenses in connection therewith shall be borne by the Advisor; and (4) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Advisor will promptly notify the Company of such event. (b) The Company represents the Collateral is to be used by Borrower solely for business purposes, being installed upon the Premises for Borrower’s own use or as equipment and agrees with furnishings leased or furnished by Borrower, as landlord, to any Tenant of the Advisor that: (1) the terms of this Agreement do not violate any obligation by which the Company is bound, whether arising by contract, operation of law or regulation, or otherwisePremises; (2c) the Company is Collateral will be kept at the sole owner Premises and will not be removed therefrom without the prior written consent of the assets covered hereby and such assets are free and clear of any and all liens and restrictions on their transfer American Family, which consent shall not be unreasonably withheld, conditioned or sale, except for applicable transfer restrictions under various securities lawsdelayed; (3d) this Agreement has been duly authorizedthe only persons or entities having any interest in the Collateral are Borrower and American Family. (e) to Borrower’s knowledge and belief, executed no financing statement covering any such Collateral or any proceeds thereof is on file in any public office except pursuant hereto; (f) the remedies of American Family hereunder are cumulative and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable in accordance with its termsseparate, and the Company has full power exercise of any one or more of the remedies provided for herein or under the Code shall not be construed as a waiver of any one or more of the remedies provided for herein or under the Code and authority to enter into this Agreement and to perform its duties hereundershall not be construed as a waiver of any other rights of American Family including having such Collateral deemed part of the realty upon any foreclosure thereof; (4g) if notice to any party of the intended disposition of the Collateral is required by law in a particular instance, such notice shall be deemed commercially reasonable if given at least ten (10) days prior to such intended disposition; (h) notice may be given by advertisement in a newspaper accepted for legal publications either separately or as part of a notice given to foreclose or exercise a power of sale over the real property or may be given by private notice if such parties are known to American Family; (i) if items of Collateral, other than real estate, exist, Borrower will, from time to time, provide American Family upon reasonable request with an itemization of all such Collateral; (j) the Investment Portfolios are not filing of a Financing Statement pursuant to the Code shall never impair the stated intention of this Security Deed that all Collateral, as well as all awards, insurance payments, rents and Leases are, and at all times and for all purposes and in all proceedings both legal or equitable shall be regarded as, part of the real property subject to the U.S. Employee Retirement Income Security Act Deed hereunder irrespective of 1974, as amended (“ERISA”)whether such items are physically attached to the real property or any such items are referred to or reflected in a Financing Statement; (5k) Borrower authorizes American Family to file Financing Statements and amendments thereto that may from time to time be reasonably required by American Family to establish, perfect and continue the priority of American Family’s security interest in the Collateral and shall pay all expenses incurred by American Family in connection with the renewal or extensions of any Financing Statements executed in connection with the Collateral; and Borrower shall give thirty (30) days’ prior written notice of any proposed change in Borrower’s name, address, identity, or state under whose law it is not a “Benefit Plan Investor,” as defined under ERISA; (6) the Company will deliver or cause to be delivered to the Advisor in writing, all the information, documents and instruments that the Advisor may reasonably request in order to perform its duties hereunder; and (7) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Company will promptly notify the Advisor of such eventorganized.

Representations and Agreements. (aA) The Advisor Indemnitor hereby represents and warrants that: (i) to the best of Indemnitor’s knowledge, except to the extent set forth in any environmental reports provided to Lender, the Property does not contain or incorporate and agrees is not threatened with contamination from Hazardous Materials; (ii) to the best of Indemnitor’s knowledge, the Property has never been used in connection with the Company that:handling, generation, storage, manufacture, release or disposal of Hazardous Materials other than Permitted Hazardous Materials; (iii) there have been no releases and, to Indemnitor’s knowledge, there are no threatened releases of Hazardous Materials on, onto, from, or under the Property; (iv) all current, and to the best of Indemnitor’s knowledge, all past uses of the Property comply with all Applicable Environmental Laws; (v) Indemnitor has never received notice of, and has no knowledge of a violation of any Applicable Environmental Law, and no action has been commenced or, to Indemnitor’s knowledge, threatened for non-compliance with any such laws; (vi) Indemnitor has not obtained and is not required by any Applicable Environmental Law to obtain any permit or license to construct or use the Property; (vii) the Property does not contain and to the best of Indemnitor’s knowledge has never contained an underground storage tank (including without limitation, a tank for which a permit to operate was obtained under the Underground Storage of Hazardous Substances Act or other Applicable Environmental Laws); (viii) no event has occurred which requires or required the owner of the Property to give any public entity notice of any spill, release, threatened release, disposal, disposition or existence of Hazardous Materials on, around, under or from the Property; and (ix) there has been no litigation brought or, to Indemnitor’s knowledge, threatened against Indemnitor or to Indemnitor’s knowledge after due investigation any prior owner of the Property, nor have any settlements been reached by or with Indemnitor or to Indemnitor’s knowledge any other party alleging the presence, generation, disposal, disposition, release, or threatened release of any Hazardous Materials on, onto, from, or under the Property. (1B) Indemnitor shall not use or permit the terms use (by lease or otherwise) of this Agreement do not violate the Property for the generation, manufacture, release, transportation, treatment, handling, storage, or disposal of Hazardous Materials, other than Permitted Hazardous Materials. (C) Indemnitor shall keep and maintain the Property and require all tenants, occupants, licensees and users of any obligation by which portion of the Advisor is boundProperty to keep and maintain the Property in compliance with all Applicable Environmental Laws. Without limiting the generality of the foregoing, Indemnitor shall perform and pay for all clean-up or remediation requirements of all governmental authorities. (D) Indemnitor shall clean up and lawfully dispose of all Hazardous Materials promptly upon discovery thereof. (E) Indemnitor shall provide Lender with immediate written notice: (i) of Indemnitor’s obtaining knowledge of any potential or known release, spill, or threatened release of Hazardous Materials (other than Permitted Hazardous Materials) on, onto, from or under the Property, whether arising by contractfrom a federal, operation of law state or regulationother governmental authority, or otherwise;; or (ii) of all claims made or threatened by any third party relating to any loss or injury from Hazardous Materials in, on, from, or under the Property. (2F) this Agreement has been duly authorized, executed and delivered by the Advisor and constitutes a legal, valid and binding agreement Indemnitor shall promptly report any release of the Advisor enforceable Hazardous Materials (other than Permitted Hazardous Materials) in accordance with its terms, and the Advisor has full power and authority to enter into this Agreement and to perform its duties hereunder; (3) it shall maintain at all times during the term of this Agreement competent personnel to perform the duties required of it hereunder, and the Advisor’s expenses in connection therewith shall be borne by the Advisor; and (4) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Advisor will promptly notify the Company of such eventApplicable Environmental Laws. (bG) The Company represents to and agrees with the Advisor that: (1) the terms of this Agreement do not violate any obligation by which the Company is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) the Company is the sole owner of the assets covered hereby and such assets are free and clear Indemnitor shall promptly deliver copies of any documents relating to any governmental proceedings relating to Hazardous Materials and all liens engineering reports, test reports and restrictions on their transfer or sale, except for applicable transfer restrictions under various securities laws; (3) this Agreement has been duly authorized, executed and delivered by laboratory analyses concerning the Company and constitutes a legal, valid and binding agreement of Hazardous Materials affecting the Company enforceable in accordance with its terms, and the Company has full power and authority Property to enter into this Agreement and to perform its duties hereunder; (4) the Investment Portfolios are not subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (5) it is not a “Benefit Plan Investor,” as defined under ERISA; (6) the Company will deliver or cause to be delivered to the Advisor in writing, all the information, documents and instruments that the Advisor may reasonably request in order to perform its duties hereunder; and (7) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Company will promptly notify the Advisor of such eventLender.

Representations and Agreements. (a) The Advisor Company represents to and warrants to, and agrees with with, the Company Agent and the Lenders that: (1) the terms 2.1 The execution, delivery and performance of this Agreement do not violate any obligation by which Amendment, and the Advisor is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) this Agreement has been duly authorized, New Notes when executed and delivered hereunder, are within its powers, have been duly authorized and are not in contravention of any statute, law or regulation known to it or of any terms of its Articles of Incorporation or By-laws, or of any material agreement or undertaking to which it is a party or by which it is bound. 2.2 This Amendment is, and the Advisor New Notes when executed and constitutes a delivered hereunder will be, the legal, valid and binding agreement obligations of the Advisor Company and each Guarantor enforceable against each in accordance with its termsthe respective terms thereof. 2.3 After giving effect to the amendments contained herein, and the Advisor has full power and authority to enter into this Agreement and to perform its duties hereunder; (3) it shall maintain at all times during the term of this Agreement competent personnel to perform the duties required of it hereunder, and the Advisor’s expenses in connection therewith shall be borne by the Advisor; and (4) the representations and warranties contained herein shall continue in Article IV of the Credit Agreement are true in all material respects on and remain in as of the date hereof with the same force and effect during as if made on and as of the term date hereof. 2.4 After giving effect to the amendments contained herein, no Event of this Agreement, and, if at any time during Default or Unmatured Default exists or has occurred and is continuing on the term date hereof. (a) On or before the date five Business Days prior to the proposed consummation of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respectthe Company Acquisition, the Advisor Company will promptly deliver to the Agent and the Lenders complete copies of all Company Acquisition Documents. Within five Business Days following such delivery, the Agent shall notify the Company in writing of its approval or disapproval of such eventCompany Acquisition Documents. Upon such approval, the Commitment amount for each Lender shall be increased as set forth next to the signature of such Lender on this Amendment, provided that, notwithstanding anything herein or in any Loan Document to the contrary, the Company shall not be permitted to obtain any Advance under such increase until simultaneously with the consummation of the Company Acquisition in accordance with the terms of this Amendment. (b) The Company represents to and agrees Parent will not consummate the Company Acquisition unless the Agent approves such Company Acquisition Documents and the consummation of the Company Acquisition occurs on or before December 15, 1999 and in accordance with the Advisor that: (1) the terms of this Agreement do not violate any obligation by which First Amendment. The Company will consummate the Company is boundAcquisition in accordance with such Company Acquisition Documents in all material respects and in accordance with all laws and regulations and will acquire, whether arising by contract, operation of law or regulation, or otherwise; (2) the Company is the sole owner of the assets covered hereby and such assets are free and clear of any all Liens (other than Permitted Liens), good and marketable title to all liens Capital Stock (including without limitation all Capital Stock of Company and restrictions on their transfer or sale, except for applicable transfer restrictions under various securities laws; (3Company Subsidiary) this Agreement has been duly authorized, executed and delivered by other assets being acquired pursuant to the Company Acquisition. The total consideration (including without limitation any payments in cash or cash equivalents, any payment in Capital Stock or other consideration, any deferred payments, any loans made to former or current shareholders, employees or directors of Company or any of its Subsidiaries and constitutes a legalany assumption of any debt or other obligations) paid or payable in connection with the Company Acquisition shall not exceed an amount acceptable to the Agent, valid and binding agreement prior to the closing of the Company enforceable Acquisition the Company will represent to the Lenders and the Agent the amount of such total consideration. (c) The Company shall deliver evidence to the Agent that the Company is completing the Company Acquisition simultaneously with the first Advance being made in connection with the increase in the Commitments related to the Company Acquisition described on the signature pages hereto, all in accordance with its terms, this Section 2.5 (including without limitation an opinion of counsel and a certificate of the chief financial officer of the Company (attaching pro forma computations acceptable to the Agent to demonstrate compliance with all financial covenants hereunder) stating that the Company Acquisition complies with the term and provisions of this Amendment and the Company has full power and authority to enter into this Credit Agreement and to perform its duties hereunder; (4) all laws and regulations). Simultaneously with the Investment Portfolios are not subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (5) it is not a “Benefit Plan Investor,” as defined under ERISA; (6) first Advance hereunder in connection with the Company will deliver or cause to be delivered to the Advisor Acquisition in writing, all the information, documents and instruments that the Advisor may reasonably request in order to perform its duties hereunder; and (7) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respectaccordance with terms hereof, the Company will promptly notify shall execute and deliver to the Advisor Agent Notes in favor of each Lender in the amount of the Lender's new Commitment amount related to the Company Acquisition set forth on the signature pages of this Amendment (the "New Notes"), deliver to the Agent such eventadditional legal opinions and resolutions as may be required by the Agent and pay all fees required to be paid in connection therewith as agreed upon between the Company, the Agent and the Arranger.

Representations and Agreements. (a) The Advisor Each of Company and Tak Investments represents and warrants to the other that (i) it is an entity duly organized, validly existing and agrees with in good standing under the Company that: laws of its jurisdiction of organization, (1ii) the terms of this Agreement do not violate any obligation by which the Advisor is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) this Agreement it has been duly authorized, executed and delivered by the Advisor and constitutes a legal, valid and binding agreement of the Advisor enforceable in accordance with its terms, and the Advisor has full all requisite power and authority to enter into this Agreement and to perform its duties obligations hereunder; , (3iii) it shall maintain at all times during the term execution and delivery of this Agreement competent personnel to perform and the duties required performance of it hereunderits obligations hereunder have been duly authorized by all necessary actions on its part, and the Advisor’s expenses in connection therewith shall be borne by the Advisor; and (4) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Advisor will promptly notify the Company of such event. (b) The Company represents to and agrees with the Advisor that: (1) the terms of this Agreement do not violate any obligation by which the Company is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) the Company is the sole owner of the assets covered hereby and such assets are free and clear of any and all liens and restrictions on their transfer or sale, except for applicable transfer restrictions under various securities laws; (3iv) this Agreement has been duly authorized, executed and delivered by it, and assuming due authorization, execution and delivery by the Company and other, constitutes a legal, valid and binding agreement of the Company it, enforceable against it in accordance with its terms, and the Company has full power and authority to enter into this Agreement and to perform its duties hereunder; (4) the Investment Portfolios are not subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (5) it is not a “Benefit Plan Investor,” as defined under ERISA; (6) the Company will deliver or cause to be delivered to the Advisor in writing, all the information, documents and instruments that the Advisor may reasonably request in order to perform its duties hereunder; and (7) the representations and warranties contained herein shall continue and remain in effect during the term terms of this Agreement, andexcept as enforcement may be subject to or limited by bankruptcy, if at any time during insolvency, reorganization, moratorium or other laws now or hereafter in effect affecting creditors’ rights generally and the term effect of general principles of equity. (b) Each of Company and Tak Investments represents and warrants to the other that (i) neither the execution and delivery of this Agreement nor the performance by it of its obligations hereunder will result in a violation of, or a default under, or conflict with, its governing documents or any event occurred contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which it is a party or by which it is bound, except as would make not prevent, delay or otherwise materially impair its ability to perform its obligations hereunder. (c) Tak Investments hereby represents and warrants to Company that it has complete ownership and good title to the Warrants, free and clear of all liens or any encumbrances, and that it has not transferred or attempted to transfer the Warrants to any other party. Each of Company and Tak Investments represents and warrants to the other that it retains its respective rights and obligations under the Tak Investment Agreements, and that it has not transferred or attempted to transfer any of these foregoing representations untruesuch rights and obligations to another party. (d) Tak Investments represents and warrants to Company that it has reviewed and evaluated all statements, incomplete or inaccurate in reports and other documents filed by Company with the Securities and Exchange Commission, that it has reviewed and evaluated the terms of the Merger Agreement and all documents, agreements, schedules and exhibits contemplated thereby, and that it has had the opportunity to request and has received any respectand all further information relating to Company, the Company will promptly notify the Advisor of such eventMerger and any other relevant matters that it has requested.

Representations and Agreements. |US-DOCS\131332066.10|| (a) The Advisor represents to Company represents, warrants and agrees with covenants that, as of the Company thatdate of this Agreement: (1i) the Company is duly organized, validly existing and in good standing under the laws of the State of Maryland, has the corporate power and authority and the legal right to own and operate its Investments and to conduct the business in which it is now engaged and is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where the conduct of its business requires such qualification, except for failures to be so qualified, authorized or licensed that could not in the aggregate have a material adverse effect on the business operations, assets or financial condition of the Company and the Subsidiaries, if any, taken as a whole; (ii) the Company has the corporate power and authority and the legal right to make, deliver and perform this Agreement and all obligations required hereunder, and has taken all necessary corporate action to authorize this Agreement on the terms and conditions hereof and the execution, delivery and performance of this Agreement do and all obligations required hereunder. No consent of any other Person that has not violate any obligation by which already been obtained, including stockholders and creditors of the Advisor is boundCompany, whether arising by contractand no license, operation of law permit, approval or regulationauthorization of, exemption by, notice or report to, or otherwise; (2) registration, filing or declaration with, any governmental authority is required by the Company in connection with this Agreement or the execution, delivery, performance, validity or enforceability of this Agreement and all obligations required hereunder. This Agreement has been duly authorizedbeen, and each instrument or document required hereunder will be, executed and delivered by a duly authorized officer of the Advisor Company, and constitutes a legalthis Agreement constitutes, and each instrument or document required hereunder when executed and delivered hereunder will constitute, the legally valid and binding agreement obligation of the Advisor Company enforceable against the Company in accordance with its terms; (iii) the execution, delivery and performance of this Agreement and the documents or instruments required hereunder will not violate any provision of any existing law or regulation binding on the Company, or any order, judgment, award or decree of any court, arbitrator or governmental authority binding on the Company, or the Governing Instruments of, or any securities issued by the Company or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Company is a party or by which the Company or any of its assets may be bound, the violation of which would have a material adverse effect on the business operations, assets or financial condition of the Company and its Subsidiaries, if any, taken as a whole, and will not result in, or require the Advisor creation or imposition of, any lien on any of its property, assets or revenues pursuant to the provisions of any such mortgage, indenture, lease, contract or other agreement, instrument or undertaking. (b) The Manager represents, warrants and covenants that, as of the date of this Agreement:: (i) the Manager is duly organized, validly existing and in good standing under the laws of the State of Delaware, has full the limited partnership power and authority and the legal right to enter into own and operate its assets and to conduct the business in which it is now engaged and is duly qualified as a foreign limited partnership and in good standing under the laws of each jurisdiction where the conduct of its business requires such qualification, except for failures to be so qualified, authorized or licensed that could not in the aggregate have a material adverse effect on the business operations, assets or financial condition of the Manager and its subsidiaries, if any, taken as a whole; (ii) the Manager has the limited partnership power and authority and the legal right to make, deliver and perform this Agreement and all obligations required hereunder and has taken all necessary limited partnership action to perform authorize this Agreement on the terms and conditions hereof and the execution, delivery and performance of this Agreement and all obligations required hereunder. No consent of any other Person that has not already been obtained, including partners and creditors of the Manager, and no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required by the Manager in connection with this Agreement or the execution, delivery, performance, validity or enforceability of this Agreement and all obligations required hereunder. This Agreement has been, and each instrument or document required hereunder will be, executed and delivered by a duly authorized officer of the Manager, and this Agreement constitutes, and each instrument or document required hereunder when executed and delivered hereunder will constitute, the legally valid and binding obligation of the Manager enforceable against the Manager in accordance with its duties hereunderterms; (3iii) it shall maintain the execution, delivery and performance of this Agreement and the documents or instruments required hereunder will not violate any provision of any existing law or regulation binding on the Manager, or any order, judgment, award or decree of any court, arbitrator or governmental authority binding on the Manager, or the Governing Instruments of or any securities issued by the Manager, or of any mortgage, indenture, lease, contract or |US-DOCS\131332066.10|| other agreement, instrument or undertaking to which the Manager is a party or by which the Manager or any of its assets may be bound, the violation of which would have a material adverse effect on the business operations, assets or financial condition of the Manager and its subsidiaries, if any, taken as a whole, and will not result in, or require, the creation or imposition of any lien or any of its property, assets or revenues pursuant to the provisions of any such mortgage, indenture, lease, contract or other agreement, instrument or undertaking; (iv) the Manager is solvent and has the ability to pay its debts as they become due; (v) in performing its duties under this Agreement, the Manager is in compliance in all material respects with and will comply in all material respects with all requirements of any federal, state or local law, rule, regulation or ordinance which apply to its obligations hereunder and the operation of its business; (vi) the Manager has not made and will not make, and none of its subsidiaries and, to the knowledge of the Manager, none of the Responsible Personnel have made or will make (A) any unlawful contribution or gift, or provide any entertainment, to any foreign or U.S. government official or employee; (B) any payment or take any action that violates or would be in violation of any provision of any federal, state or local or other applicable domestic or foreign law, rule, regulation or ordinance regarding illegal payments or corrupt practices, or, whether currently or formerly subject thereto, any provision of the Foreign Corrupt Practices Act of 1977, as amended; or (C) any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; (vii) the operations of the Manager and its subsidiaries are and have been conducted at all times during in compliance with the term financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, and with the money laundering statutes of all other applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Manager or any of its Affiliates with respect to such laws is pending or, to the knowledge of the Manager, threatened; (viii) the Manager is not, and none of its Affiliates and, to the knowledge of the Manager, none of the Responsible Personnel, is currently subject to or doing business with or in any country subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury; (ix) the Manager agrees to certify the Manager’s compliance with the provisions of clauses (v), (vi), (vii) and (viii) of this Agreement competent personnel to perform the duties required of it hereunder, and the Advisor’s expenses in connection therewith shall be borne Section 10(b) if requested by the Advisor; and (4) the representations and warranties contained herein shall continue and remain in effect Company from time to time during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Advisor will promptly notify the Company of such event. (b) The Company represents to and agrees with the Advisor that: (1) the terms of this Agreement do not violate any obligation by which the Company is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) the Company is the sole owner of the assets covered hereby and such assets are free and clear of any and all liens and restrictions on their transfer or sale, except for applicable transfer restrictions under various securities laws; (3) this Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable in accordance with its terms, and the Company has full power and authority to enter into this Agreement and to perform its duties hereunder; (4) the Investment Portfolios are not subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (5) it is not a “Benefit Plan Investor,” as defined under ERISA; (6) the Company will deliver or cause to be delivered to the Advisor in writing, all the information, documents and instruments that the Advisor may reasonably request in order to perform its duties hereunder; and (7x) the representations and warranties contained herein Manager shall continue and remain in effect during promptly give notice to the term of this Agreement, and, Company if at any time during the term of this Agreement any event occurred which would make it attains knowledge that any of these the foregoing representations untrueacknowledgments, incomplete representations, warranties or inaccurate agreements shall no longer be true in any material respect, the Company will promptly notify the Advisor of such event.