Common use of Representations and Covenants by the Members Clause in Contracts

Representations and Covenants by the Members. (a) Each Member represents, warrants, covenants, acknowledges and agrees that: (i) It is a corporation, limited liability company or partnership, as applicable, duly organized or formed and validly existing and in good standing under the laws of the state of its organization or formation; it has all requisite power and authority to enter into this Agreement, to acquire and hold its Membership Interest and to perform its obligations hereunder; and the execution, delivery and performance of this Agreement has been duly authorized. (ii) This Agreement and all agreements, instruments and documents herein provided to be executed or caused to be executed by it are duly authorized, executed and delivered by and are and will be binding and enforceable against it. (iii) Its execution and delivery of this Agreement and the performance of its obligations hereunder will not conflict with, result in a breach of or constitute a default (or any event that, with notice or lapse of time, or both, would constitute a default) or result in the acceleration of any obligation under any of the terms, conditions or provisions of any other agreement or instrument to which it is a party or by which it is bound or to which any of its property or assets are subject, conflict with or violate any of the provisions of its organizational documents, or violate any statute or any order, rule or regulation of any governmental authority, that would materially and adversely affect the performance of its duties hereunder; such Member has obtained any consent, approval, authorization or order of any governmental authority required for the execution, delivery and performance by such Member of its obligations hereunder. (iv) There is no action, suit or proceeding pending or, to its knowledge, threatened against it in any court or by or before any other governmental authority that would prohibit its entry into or performance of this Agreement. (v) This Agreement is a binding agreement on the part of such Member enforceable in accordance with its terms against such Member. (vi) It has been advised to engage, and has engaged, its own counsel (whether in-house or external) and any other advisors it deems necessary and appropriate. By reason of its business or financial experience, or by reason of the business or financial experience of its own attorneys, accountants and financial advisors (which advisors, attorneys and accountants are not Affiliates of the Company or any other Member), it is capable of evaluating the risks and merits of an investment in the Membership Interest and of protecting its own interests in connection with this investment. Nothing in this Agreement should or may be construed to allow any Member to rely upon the advice of counsel acting for another Member or to create an attorney-client relationship between a Member and counsel for another Member. (vii) It is acquiring the Membership Interest for investment purposes for its own account only and not with a view to, or for sale in connection with, any distribution of all or a part of the Membership Interest. (viii) It is familiar with the definition of “accredited investor” in Rule 501(a) of Regulation D of the Securities Act of 1933, as amended, and it represents that it is an “accredited investor” within the meaning of that rule. (ix) It is not required to register as an “investment company” within the meaning ascribed to such term by the Investment Company Act of 1940, as amended, and covenants that it shall at no time while it is a Member of the Company conduct its business in a manner that requires it to register as an “investment company”. (i) each Person owning a ten percent (10%) or greater interest in such Member (A) is not currently identified on the “Specially Designated Nationals and Blocked Persons List” maintained by the Office of Foreign Assets Control, Department of the Treasury (or any other similar list maintained by the Office of Foreign Assets Control pursuant to any authorizing statute, executive order or regulation) and (B) is not a Person with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of U.S. law, regulation, or executive order of the President of the United States, and (ii) such Member has implemented procedures, and will consistently apply those procedures, to ensure the foregoing representations and warranties remain true and correct at all times. This Section 15.12(a)(x) shall not apply to any Person to the extent that such Person’s interest in the Member is through either (x) a Person (other than an individual) whose securities are listed on a national securities exchange, or quoted on an automated quotation system, in the United States, or a wholly-owned subsidiary of such a Person or (y) an “employee pension benefit plan” or “pension plan” as defined in Section 3(2) of the U.S. Employee Retirement Income Security Act of 1974, as amended. (xi) It shall comply with all requirements of law relating to money laundering, anti-terrorism, trade embargos and economic sanctions, now or hereafter in effect and shall immediately notify the other Members in writing if it becomes aware that any of the foregoing representations, warranties or covenants are no longer true or have been breached or if the Member has a reasonable basis to believe that they may no longer be true or have been breached. (xii) No Member or its Affiliates, has dealt with any broker or finder in connection with its entering into this Agreement and shall indemnify the other Members for all costs, damages and expenses (including reasonable attorneys’ fees) which may arise out of a breach of the aforesaid representation and warranty. (xiii) No broker or finder has been engaged by it in connection with any of the transactions contemplated by this Agreement or to its knowledge is in any way connected with any of such transactions. In the event of a claim for a broker’s or finder’s fee or commission in connection herewith, then each Member shall, to the fullest extent permitted by applicable law, indemnify, protect, defend and hold the other Member, the Company, each subsidiary, and their respective assets harmless from and against the same if it shall be based upon any statement or agreement alleged to have been made by it or its Affiliates. (b) The Manager represents and warrants to MCG that the Company was formed solely for the purpose of entering into the transactions contemplated by the Purchase Agreement and Section 4, and has incurred no costs or expenses or liability or obligations prior to the date of this Agreement and, (i) except as provided in this Agreement or another agreement between the Manager or its affiliates and MCG or its affiliates, MCG shall not be liable for any cost, expense, liability or obligation of the Company incurred prior to the date of this Agreement and (ii) the Manager and the Keystone Investor, jointly and severally, shall indemnify, defend and hold MCG harmless from and against any loss or liability incurred by MCG arising from a breach by the Manager of its representations and warranties made in this Section 15.12(b).

Representations and Covenants by the Members. (a) Each Member represents, warrants, covenants, acknowledges and agrees that: (i) It is a corporation, limited liability company or partnership, as applicable, duly organized or formed and validly existing and in good standing under the laws of the state of its organization or formation; it has all requisite power and authority to enter into this Agreement, to acquire and hold its Membership Interest and to perform its obligations hereunder; and the execution, delivery and performance of this Agreement has been duly authorized. (ii) This Agreement and all agreements, instruments and documents herein provided to be executed or caused to be executed by it are duly authorized, executed and delivered by and are and will be binding and enforceable against it. (iii) Its execution and delivery of this Agreement and the performance of its obligations hereunder will not conflict with, result in a breach of or constitute a default (or any event that, with notice or lapse of time, or both, would constitute a default) or result in the acceleration of any obligation under any of the terms, conditions or provisions of any other agreement or instrument to which it is a party or by which it is bound or to which any of its property or assets are subject, conflict with or violate any of the provisions of its organizational documents, or violate any statute or any order, rule or regulation of any governmental authority, that would materially and adversely affect the performance of its duties hereunder; such Member has obtained any consent, approval, authorization or order of any governmental authority required for the execution, delivery and performance by such Member of its obligations hereunder. (iv) There is no action, suit or proceeding pending or, to its knowledge, threatened against it in any court or by or before any other governmental authority that would prohibit its entry into or performance of this Agreement. (v) This Agreement is a binding agreement on the part of such Member enforceable in accordance with its terms against such Member. (vi) It has been advised to engage, and has engaged, its own counsel (whether in-house or external) and any other advisors it deems necessary and appropriate. By reason of its business or financial experience, or by reason of the business or financial experience of its own attorneys, accountants and financial advisors (which advisors, attorneys and accountants are not Affiliates of the Company or any other Member), it is capable of evaluating the risks and merits of an investment in the Membership Interest and of protecting its own interests in connection with this investment. Nothing in this Agreement should or may be construed to allow any Member to rely upon the advice of counsel acting for another Member or to create an attorney-client relationship between a Member and counsel for another Member. (vii) It is acquiring the Membership Interest for investment purposes for its own account only and not with a view to, or for sale in connection with, any distribution of all or a part of the Membership Interest. (viii) It is familiar with the definition of “accredited investor” in Rule 501(a) of Regulation D of the Securities Act of 1933, as amended, and it represents that it is an “accredited investor” within the meaning of that rule. (ix) It is not required to register as an “investment company” within the meaning ascribed to such term by the Investment Company Act of 1940, as amended, and covenants that it shall at no time while it is a Member of the Company conduct its business in a manner that requires it to register as an “investment company”. (i) each Person owning a ten percent (10%) or greater interest in such Member (A) is not currently identified on the “Specially Designated Nationals and Blocked Persons List” maintained by the Office of Foreign Assets Control, Department of the Treasury (or any other similar list maintained by the Office of Foreign Assets Control pursuant to any authorizing statute, executive order or regulation) and (B) is not a Person with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of U.S. law, regulation, or executive order of the President of the United States, and (ii) such Member has implemented procedures, and will consistently apply those procedures, to ensure the foregoing representations and warranties remain true and correct at all times. This Section 15.12(a)(x15.12(j) shall not apply to any Person to the extent that such Person’s interest in the Member is through either (x) a Person (other than an individual) whose securities are listed on a national securities exchange, or quoted on an automated quotation system, in the United States, or a wholly-owned subsidiary of such a Person or (y) an “employee pension benefit plan” or “pension plan” as defined in Section 3(2) of the U.S. Employee Retirement Income Security Act of 1974, as amended. (xi) It shall comply with all requirements of law relating to money laundering, anti-terrorism, trade embargos and economic sanctions, now or hereafter in effect and shall immediately notify the other Members in writing if it becomes aware that any of the foregoing representations, warranties or covenants are no longer true or have been breached or if the Member has a reasonable basis to believe that they may no longer be true or have been breached. (xii) No Member or its Affiliates, has dealt with any broker or finder in connection with its entering into this Agreement and shall indemnify the other Members for all costs, damages and expenses (including reasonable attorneys’ fees) which may arise out of a breach of the aforesaid representation and warranty. (xiii) No broker or finder has been engaged by it in connection with any of the transactions contemplated by this Agreement or to its knowledge is in any way connected with any of such transactions. In the event of a claim for a broker’s or finder’s fee or commission in connection herewith, then each Member shall, to the fullest extent permitted by applicable law, indemnify, protect, defend and hold the other Member, the Company, each subsidiary, and their respective assets harmless from and against the same if it shall be based upon any statement or agreement alleged to have been made by it or its Affiliates. (b) The Manager represents and warrants to MCG that the Company was formed solely for the purpose of entering into the transactions contemplated by the Purchase Agreement and Section 4, and has incurred no costs or expenses or liability or obligations prior to the date of this Agreement and, (i) except as provided in this Agreement or another agreement between the Manager or its affiliates and MCG or its affiliates, MCG shall not be liable for any cost, expense, liability or obligation of the Company incurred prior to the date of this Agreement and (ii) the Manager and the Keystone Investor, jointly and severally, shall indemnify, defend and hold MCG harmless from and against any loss or liability incurred by MCG arising from a breach by the Manager of its representations and warranties made in this Section 15.12(b).

Representations and Covenants by the Members. (a) Each Member represents, warrants, covenants, acknowledges and agrees that: (ia) It is a corporation, limited liability company or partnership, as applicable, duly organized or formed and validly existing and in good standing under the laws of the state of its organization or formation; it has all requisite power and authority to enter into this Agreement, to acquire and hold its Membership Interest and to perform its obligations hereunder; and the execution, delivery and performance of this Agreement has been duly authorized. (iib) This Agreement and all agreements, instruments and documents herein provided to be executed or caused to be executed by it are duly authorized, executed and delivered by and are and will be binding and enforceable against it. (iiic) Its execution and delivery of this Agreement and the performance of its obligations hereunder will not conflict with, result in a breach of or constitute a default (or any event that, with notice or lapse of time, or both, would constitute a default) or result in the acceleration of any obligation under any of the terms, conditions or provisions of any other agreement or instrument to which it is a party or by which it is bound or to which any of its property or assets are subject, conflict with or violate any of the provisions of its organizational documents, or violate any statute or any order, rule or regulation of any governmental authorityGovernmental Entity, that would materially and adversely affect the performance of its duties hereunder; such Member has obtained any consent, approval, authorization or order of any court or governmental authority agency or body required for the execution, delivery and performance by such Member of its obligations hereunder. (ivd) There is no action, suit or proceeding pending or, to its knowledge, threatened against it in any court or by or before any other governmental authority Governmental Entity that would prohibit its entry into or performance of this Agreement. (ve) This Agreement is a binding agreement on the part of such Member enforceable in accordance with its terms against such Member. (vif) It has been advised to engage, and has engaged, its own counsel (whether in-house or external) and any other advisors it deems necessary and appropriate. By reason of its business or financial experience, or by reason of the business or financial experience of its own attorneys, accountants and financial advisors (which advisors, attorneys and accountants are not Affiliates of the Company or any other Member), it is capable of evaluating the risks and merits of an investment in the Membership Interest and of protecting its own interests in connection with this investment. Nothing in this Agreement should or may be construed to allow any Member to rely upon the advice of counsel acting for another Member or to create an attorney-client relationship between a Member and counsel for another Member. (viig) It is acquiring the Membership its Interest for investment purposes for its own account only and not with a view to, or for sale in connection with, any distribution of all or a part of the Membership Interest. (viiih) It is familiar with the definition of “accredited investor” in Rule 501(a) of Regulation D of the Securities Act of 1933, as amended, and it represents that it is an “accredited investor” within the meaning of that ruleRule. (ixi) It is not required to register as an “investment company” within the meaning ascribed to such term by the Investment Company Act of 1940, as amended, and covenants that it shall at no time while it is a Member of the Company conduct its business in a manner that requires it to register as an “investment company”. (j) The funds used to fund such Member’s Capital Contributions are not, and will not at any time be, (i) each the property of, or beneficially owned, directly or indirectly, by a Prohibited Person owning or (ii) the proceeds of specified unlawful activity as defined by 18 U.S.C. §1956(c)(7). (k) Unless disclosure would constitute a ten percent (10%) or greater interest in breach of any Applicable Laws, such Member shall supply to the other Member: (i) Promptly upon become aware of them, the details of any actual or potential violation by, or creation of liability for, any Member or any agent, direct, employee, or officer of any Member (or any counterparty of any such Person in relation to any transaction contemplated by this Agreement) of or in relation to any Anti-Corruption Laws or of any investigation or proceedings relating to the same; (ii) Copies of any correspondence delivered to, or received from, any regulatory authorities in relation to any matter referred to in Section 11.2(k)(i) above at the same time as they are dispatched or promptly upon receipt (as the case may be); and (iii) Promptly upon request by the other Member, such further information relating to any matter referred to in Sections 11.2(k)(i) and 11.2(k)(ii) above as the other Member may reasonably require. (l) Such Member: (i) Has complied, and at all times during the term of this Agreement will continue to comply, with all Applicable Laws, including the Anti-Corruption Laws and the Anti-Money Laundering Laws, and will not cause the Company to violate any such laws; (ii) Has not, and agrees that it shall not, in connection with the transactions contemplated by this Agreement or in connection with any other business transactions involving the Company or any Subsidiary, make any payment, transfer anything of value, or offer anything of value, directly or indirectly (A) is not currently identified on the “Specially Designated Nationals and Blocked Persons List” maintained by the Office of Foreign Assets Control, Department of the Treasury (or any other similar list maintained by the Office of Foreign Assets Control pursuant to any authorizing statute, executive order governmental official or regulationemployee (including employees of a governmental corporation or public international organization) and or to any political party or candidate for public office; or (B) is not a to any other Person with whom a citizen if such payments or transfers would violate the laws of the United States is prohibited to engage country in transactions by any trade embargowhich made, economic sanction, or other prohibition of U.S. law, regulation, or executive order of the President laws of the United States, the United Kingdom or the European Union, including the trade sanction and economic embargo programs enforced by OFAC, or the laws of any other applicable country; (iiiii) such Member has implemented proceduresIs not, and will consistently apply those proceduresduring the term of this Agreement shall not become, a Prohibited Person; (iv) Has implemented policies and procedures that are reasonably designed to ensure such Member’s and its Affiliates’ compliance with all Applicable Laws, including the foregoing representations Anti-Corruption Laws and warranties the Anti-Money Laundering Laws, and to ensure that Sections 11.2(j), 11.2(k), and this Section 11.2(l) remain true and correct at all times. This Section 15.12(a)(xtimes with respect to such Member; (v) shall not apply Will cause its directors, officers, employees, and agents to any Person to be trained on compliance with the extent that such Person’s interest in Anti-Corruption Laws and the Member is through either (x) a Person (other than an individual) whose securities are listed Anti-Money Laundering Laws on a national securities exchange, or quoted on an automated quotation system, in the United States, or a wholly-owned subsidiary of such a Person or (y) an “employee pension benefit plan” or “pension plan” as defined in Section 3(2) of the U.S. Employee Retirement Income Security Act of 1974, as amended.periodic basis; and (xivi) It shall comply with all requirements of law relating to money laundering, anti-terrorism, trade embargos and economic sanctions, now or hereafter in effect and shall Shall immediately notify the other Members in writing if it becomes aware that any of the foregoing representations, warranties warranties, or covenants are no longer true or have been breached or if the such Member has a reasonable basis to believe that they may no longer be true or have been breached. (xiim) No Member or its AffiliatesNothing contained in this Agreement, has dealt with any broker or finder and no action taken in connection with its entering into furtherance of this Agreement and shall indemnify the other Members for all costsAgreement, damages and expenses (including reasonable attorneys’ fees) which may arise out of will conflict with, result in a breach of or constitute a default (or any event that, with notice or lapse of time, or both, would constitute a default) or result in the aforesaid representation and warranty. (xiii) No broker acceleration of any obligation, express or finder has been engaged implied by it in connection with law, under any of the transactions contemplated by this Agreement terms, conditions or provisions of any other agreement, instrument or legal obligation to its knowledge which such Member is a party or is subject, including any confidentiality, noncompetition, nonsolicitation, duty of loyalty or other provision of any agreement or obligation that in any way connected with restricts him, her or it from competing with, soliciting employees or customers from, or disclosing or using the confidential information of, any of such transactions. In the event of a claim for a broker’s or finder’s fee or commission in connection herewith, then each Member shall, to the fullest extent permitted by applicable law, indemnify, protect, defend and hold the other Member, the Company, each subsidiary, and their respective assets harmless from and against the same if it shall be based upon any statement or agreement alleged to have been made by it or its Affiliatesthird party. (b) The Manager represents and warrants to MCG that the Company was formed solely for the purpose of entering into the transactions contemplated by the Purchase Agreement and Section 4, and has incurred no costs or expenses or liability or obligations prior to the date of this Agreement and, (i) except as provided in this Agreement or another agreement between the Manager or its affiliates and MCG or its affiliates, MCG shall not be liable for any cost, expense, liability or obligation of the Company incurred prior to the date of this Agreement and (ii) the Manager and the Keystone Investor, jointly and severally, shall indemnify, defend and hold MCG harmless from and against any loss or liability incurred by MCG arising from a breach by the Manager of its representations and warranties made in this Section 15.12(b).

Representations and Covenants by the Members. (a) Each Member represents, warrants, covenants, acknowledges and agrees that: (ia) It is an individual or a corporation, limited liability company or partnership, as applicable, duly organized or formed and validly existing and in good standing under the laws of the state of its organization or formation; it has all requisite power and authority to enter into this Agreement, to acquire and hold its Membership Interest and to perform its obligations hereunder; and the execution, delivery and performance of this Agreement has been duly authorized. (iib) This Agreement and all agreements, instruments and documents herein provided to be executed or caused to be executed by it are duly authorized, executed and delivered by and are and will be binding and enforceable against it. (iiic) Its execution and delivery of this Agreement and the performance of its obligations hereunder will not conflict with, result in a breach of or constitute a default (or any event that, with notice or lapse of time, or both, would constitute a default) or result in the acceleration of any obligation under any of the terms, conditions or provisions of any other agreement or instrument to which it is a party or by which it is bound or to which any of its property or assets are subject, conflict with or violate any of the provisions of its organizational documents, or violate any statute or any order, rule or regulation of any governmental authorityGovernmental Entity, that would materially and adversely affect the performance of its duties hereunder; such Member has obtained any consent, approval, authorization or order of any court or governmental authority agency or body required for the execution, delivery and performance by such Member of its obligations hereunder. (ivd) There is no action, suit or proceeding pending or, to its knowledge, threatened against it in any court or by or before any other governmental authority Governmental Entity that would prohibit its entry into or performance of this Agreement. (ve) This Agreement is a binding agreement on the part of such Member enforceable in accordance with its terms against such Member. (vif) It has been advised to engage, and has engaged, its own counsel (whether in-house or external) and any other advisors it deems necessary and appropriate. By reason of its business or financial experience, or by reason of the business or financial experience of its own attorneys, accountants and financial advisors (which advisors, attorneys and accountants are not Affiliates of the Company or any other Member), it is capable of evaluating the risks and merits of an investment in the Membership Interest and of protecting its own interests in connection with this investment. Nothing in this Agreement should or may be construed to allow any Member to rely upon the advice of counsel acting for another Member or to create an attorney-client relationship between a Member and counsel for another Member. (viig) It is acquiring the Membership Interest for investment purposes for its own account only and not with a view to, or for sale in connection with, any distribution of all or a part of the Membership Interest. (viiih) It is familiar with the definition of “accredited investor” in Rule 501(a) of Regulation D of the Securities Act of 1933, as amended, and it represents that it is an “accredited investor” within the meaning of that ruleRule. (ixi) It is not required to register as an “investment company” within the meaning ascribed to such term by the Investment Company Act of 1940, as amended, and covenants that it shall at no time while it is a Member of the Company conduct its business in a manner that requires it to register as an “investment company”. (j) The funds used to fund such Member’s Capital Contributions are not, and will not at any time be, (i) each the property of, or beneficially owned, directly or indirectly, by a Prohibited Person owning or (ii) the proceeds of specified unlawful activity as defined by 18 U.S.C. §1956(c)(7). (k) Unless disclosure would constitute a ten percent (10%) or greater interest in breach of any Applicable Laws, such Member shall supply to the Majority Member: (i) Promptly upon become aware of them, the details of any actual or potential violation by, or creation of liability for, any Member or any agent, direct, employee, or officer of any Member (or any counterparty of any such Person in relation to any transaction contemplated by this Agreement) of or in relation to any Anti-Corruption Laws or of any investigation or proceedings relating to the same; (ii) Copies of any correspondence delivered to, or received from, any regulatory authorities in relation to any matter referred to in Section 11.2(k)(i) above at the same time as they are dispatched or promptly upon receipt (as the case may be); and (iii) Promptly upon request by the Majority Member, such further information relating to any matter referred to in Sections 11.2(k)(i) and 11.2(k)(ii) above as the Majority Member may reasonably require. (l) Such Member: (i) Has complied, and at all times during the term of this Agreement will continue to comply, with all Applicable Laws, including the Anti-Corruption Laws and the Anti-Money Laundering Laws, and will not cause the Company to violate any such laws; (ii) Has not, and agrees that it shall not, in connection with the transactions contemplated by this Agreement or in connection with any other business transactions involving the Company, any Subsidiary, the Majority Member, or the Majority Member’s Affiliates, make any payment, transfer anything of value, or offer anything of value, directly or indirectly (A) is not currently identified on the “Specially Designated Nationals and Blocked Persons List” maintained by the Office of Foreign Assets Control, Department of the Treasury (or any other similar list maintained by the Office of Foreign Assets Control pursuant to any authorizing statute, executive order governmental official or regulationemployee (including employees of a governmental corporation or public international organization) and or to any political party or candidate for public office; or (B) is not a to any other Person with whom a citizen if such payments or transfers would violate the laws of the United States is prohibited to engage country in transactions by any trade embargowhich made, economic sanction, or other prohibition of U.S. law, regulation, or executive order of the President laws of the United States, the United Kingdom or the European Union, including the trade sanction and economic embargo programs enforced by OFAC, or the laws of any other applicable country; (iiiii) such Member has implemented proceduresIs not, and will consistently apply those proceduresduring the term of this Agreement shall not become, a Prohibited Person; (iv) Has implemented policies and procedures that are reasonably designed to ensure such Member’s and its Affiliates’ compliance with all Applicable Laws, including the foregoing representations Anti-Corruption Laws and warranties the Anti-Money Laundering Laws, and to ensure that Sections 11.2(j), 11.2(k), and this Section 11.2(l) remain true and correct at all times. This Section 15.12(a)(xtimes with respect to such Member; (v) shall not apply Will cause its directors, officers, employees, and agents to any Person to be trained on compliance with the extent that such Person’s interest in Anti-Corruption Laws and the Member is through either (x) a Person (other than an individual) whose securities are listed Anti-Money Laundering Laws on a national securities exchange, or quoted on an automated quotation system, in the United States, or a wholly-owned subsidiary of such a Person or (y) an “employee pension benefit plan” or “pension plan” as defined in Section 3(2) of the U.S. Employee Retirement Income Security Act of 1974, as amended.periodic basis; and (xivi) It shall comply with all requirements of law relating to money laundering, anti-terrorism, trade embargos and economic sanctions, now or hereafter in effect and shall Shall immediately notify the other Members in writing if it becomes aware that any of the foregoing representations, warranties warranties, or covenants are no longer true or have been breached or if the such Member has a reasonable basis to believe that they may no longer be true or have been breached. (xii) No Member or its Affiliates, has dealt with any broker or finder in connection with its entering into this Agreement and shall indemnify the other Members for all costs, damages and expenses (including reasonable attorneys’ fees) which may arise out of a breach of the aforesaid representation and warranty. (xiii) No broker or finder has been engaged by it in connection with any of the transactions contemplated by this Agreement or to its knowledge is in any way connected with any of such transactions. In the event of a claim for a broker’s or finder’s fee or commission in connection herewith, then each Member shall, to the fullest extent permitted by applicable law, indemnify, protect, defend and hold the other Member, the Company, each subsidiary, and their respective assets harmless from and against the same if it shall be based upon any statement or agreement alleged to have been made by it or its Affiliates. (b) The Manager represents and warrants to MCG that the Company was formed solely for the purpose of entering into the transactions contemplated by the Purchase Agreement and Section 4, and has incurred no costs or expenses or liability or obligations prior to the date of this Agreement and, (i) except as provided in this Agreement or another agreement between the Manager or its affiliates and MCG or its affiliates, MCG shall not be liable for any cost, expense, liability or obligation of the Company incurred prior to the date of this Agreement and (ii) the Manager and the Keystone Investor, jointly and severally, shall indemnify, defend and hold MCG harmless from and against any loss or liability incurred by MCG arising from a breach by the Manager of its representations and warranties made in this Section 15.12(b).

Representations and Covenants by the Members. (a) Each Member represents, warrants, covenants, acknowledges and agrees that: (ia) It is either (i) a corporation, limited liability company or partnership, as applicable, duly organized or formed and validly existing and in good standing under the laws of the state of its organization or formationformation or (ii) an individual; it has all requisite power and authority to enter into this Agreement, to acquire and hold its Membership Interest and to perform its obligations hereunder; and the execution, delivery and performance of this Agreement has been duly authorized. (iib) This Agreement and all agreements, instruments and documents herein provided to be executed or caused to be executed by it are duly authorized, executed and delivered by and are and will be binding and enforceable against it. (iiic) Its Neither (i) the execution and delivery of this Agreement and the performance of its obligations hereunder nor (ii) the origination or acquisition by the Company or any Subsidiary of any Company investment will not conflict with, result in a breach of or constitute a default (or any event that, with notice or lapse of time, or both, would constitute a default) or result in the acceleration of any obligation under any of the terms, conditions or provisions of any other agreement or instrument to which it (or any of its Affiliates) is a party or by which it (or any of its Affiliates) is bound or to which any of its (or any of its Affiliate’s) property or assets are subject, conflict with or violate any of the provisions of its organizational documents, or violate any statute or any order, rule or regulation of any governmental authorityGovernmental Entity, that would materially and adversely affect the performance of its duties hereunder; such Member has obtained any consent, approval, authorization or order of any court or governmental authority agency or body required for the execution, delivery and performance by such Member of its obligations hereunder. (ivd) There is no action, suit or proceeding Proceeding pending or, to its knowledge, threatened against it in any court or by or before any other governmental authority Governmental Entity that would prohibit its entry into or performance of this Agreement. (ve) This Agreement is a binding agreement on the part of such Member enforceable in accordance with its terms against such Member. (vif) It has been advised to engage, and has engaged, its own counsel (whether in-house or external) and any other advisors it deems necessary and appropriate. By reason of its business or financial experience, or by reason of the business or financial experience of its own attorneys, accountants and financial advisors (which advisors, attorneys and accountants are not Affiliates of the Company or any other Member), it is capable of evaluating the risks and merits of an investment in the Membership Interest and of protecting its own interests in connection with this investment. Nothing in this Agreement should or may be construed to allow any Member to rely upon the advice of counsel acting for another Member or to create an attorney-client relationship between a Member and counsel for another Member. (viig) It is acquiring the Membership Interest for investment purposes for its own account only and not with a view to, or for sale in connection with, any distribution of all or a part of the Membership Interest. (viii) It is familiar with the definition of “accredited investor” in Rule 501(a) of Regulation D of the Securities Act of 1933, as amended, and it represents that it is an “accredited investor” within the meaning of that rule. (ix) It is not required to register as an “investment company” within the meaning ascribed to such term by the Investment Company Act of 1940, as amended, and covenants that it shall at no time while it is a Member of the Company conduct its business in a manner that requires it to register as an “investment company”. (i) each Person owning a ten percent (10%) % or greater interest in such Member (A) is not currently identified on the “Specially Designated Nationals and Blocked Persons List” List maintained by the Office of Foreign Assets Control, Department of the Treasury (or any other similar list maintained by the Office of Foreign Assets Control pursuant to any authorizing statute, executive order or regulation) and (B) is not a Person with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of U.S. law, regulation, or executive order of the President of the United States, and (ii) such Member has implemented procedures, and will consistently apply those procedures, to ensure the foregoing representations and warranties remain true and correct at all times. This Section 15.12(a)(x) shall not apply to any Person to the extent that such Person’s interest in the Member is through either (x) a Person (other than an individual) whose securities are listed on a national securities exchange, or quoted on an automated quotation system, in the United States, or a wholly-owned subsidiary of such a Person or (y) an “employee pension benefit plan” or “pension plan” as defined in Section 3(2) of the U.S. Employee Retirement Income Security Act of 1974, as amended. (xih) It shall comply with all requirements of law relating to money laundering, anti-terrorism, trade embargos and economic sanctions, now or hereafter in effect and shall immediately notify the other Members in writing if it becomes aware that any of the foregoing representations, warranties or covenants are no longer true or have been breached or if the Member has a reasonable basis to believe that they may no longer be true or have been breached. (xii) No Member or its Affiliates, has dealt with any broker or finder in connection with its entering into this Agreement and shall indemnify the other Members for all costs, damages and expenses (including reasonable attorneys’ fees) which may arise out of a breach of the aforesaid representation and warranty. (xiii) No broker or finder has been engaged by it in connection with any of the transactions contemplated by this Agreement or to its knowledge is in any way connected with any of such transactions. In the event of a claim for a broker’s or finder’s fee or commission in connection herewith, then each Member shall, to the fullest extent permitted by applicable law, indemnify, protect, defend and hold the other Member, the Company, each subsidiary, and their respective assets harmless from and against the same if it shall be based upon any statement or agreement alleged to have been made by it or its Affiliates. (b) The Manager represents and warrants to MCG that the Company was formed solely for the purpose of entering into the transactions contemplated by the Purchase Agreement and Section 4, and has incurred no costs or expenses or liability or obligations prior to the date of this Agreement and, (i) except as provided in this Agreement or another agreement between the Manager or its affiliates and MCG or its affiliates, MCG shall not be liable for any cost, expense, liability or obligation of the Company incurred prior to the date of this Agreement and (ii) the Manager and the Keystone Investor, jointly and severally, shall indemnify, defend and hold MCG harmless from and against any loss or liability incurred by MCG arising from a breach by the Manager of its representations and warranties made in this Section 15.12(b).

Representations and Covenants by the Members. (a) Each Member represents, warrants, covenants, acknowledges and agrees agrees, severally and not jointly, that: (ia) It is a corporation, limited liability company company, partnership, trust, limited partnership or partnershipother business entity, as applicable, duly organized or formed and validly existing and in good standing under the laws of the state jurisdiction of its organization or formation; it has all requisite power and authority to enter into this Agreement, to acquire and hold its Membership Interest and to perform its obligations hereunder; and the execution, delivery and performance of this Agreement has been duly authorized. (iib) This Agreement and all agreements, instruments and documents herein provided to be executed or caused to be executed by it are duly authorized, executed and delivered by and are and will be binding and enforceable against itit in accordance with their respective terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws of general application affecting the rights of creditors in general. (iiic) Its execution and delivery of this Agreement and the performance of its obligations hereunder will not conflict with, result in a breach of or constitute a default (or any event that, with notice or lapse of time, or both, would constitute a default) or result in the acceleration of any obligation under any of the terms, conditions or provisions of any other agreement or instrument to which it (or any of its Affiliates) is a party or by which it (or any of its Affiliates) is bound or to which any of its (or any of its Affiliates’) property or assets are subject, conflict with or violate any of the provisions of its organizational documents, or violate any statute or any order, rule or regulation of any governmental authorityGovernmental Entity, that would materially and adversely affect the performance of its duties hereunder; such Member has obtained any consent, approval, authorization or order of any court or governmental authority agency or body required for the execution, delivery and performance by such Member of its obligations hereunder. (ivd) There is no action, suit or proceeding pending or, to its knowledge, threatened against it in any court or by or before any other governmental authority Governmental Entity that would prohibit its entry into or performance of this Agreement. (v) This Agreement is a binding agreement on the part of such Member enforceable in accordance with its terms against such Member. (vie) It has been advised to engage, and has engaged, its own counsel (whether in-house or external) and any other advisors it deems necessary and appropriateappropriate in connection with this Agreement. By reason of its business or financial experience, or by reason of the business or financial experience of its own attorneys, accountants and financial advisors (which advisors, attorneys and accountants are not Affiliates of the Company or any other Member), it is capable of evaluating the risks and merits of an investment in the Membership Interest and of protecting its own interests in connection with this investment. Nothing in this Agreement should or may be construed to allow any Member to rely upon the advice of counsel acting for another Member or to create an attorney-client relationship between a Member and counsel for another Member. (viif) It is acquiring the Membership its Interest for investment purposes for its own account only and not with a view to, or for sale in connection with, any distribution of all or a part of the Membership Interest. (viiig) It is familiar with the definition of “accredited investor” in Rule 501(a) of Regulation D of the Securities Act of 1933, as amended, and it represents that it is an “accredited investor” within the meaning of that ruleRule. (ixh) It is not required to register as an “investment company” within the meaning ascribed to such term by the Investment Company Act of 1940, as amended, and covenants that it shall at no time while it is a Member of the Company conduct its business in a manner that requires it to register as an “investment company”. (i) each Person owning a ten percent (10%) Each Member agrees to pay any applicable fees and expenses due any broker or greater interest in finder that such Member has engaged. Each Member shall indemnify the other Member for all costs, damages and expenses (including reasonable attorneys’ fees) which may arise out of any failure to pay such fees and expenses. (j) Such Member is not, and shall not at any time during the term of this Agreement be: (A) is not currently identified listed on the “Specially Designated Nationals and Blocked Persons List (“SDN List” maintained by the Office of Foreign Assets Control, Department of the Treasury (”) or any other similar list maintained by the Office of Foreign Assets Control pursuant to any authorizing statute, executive order or regulation(“OFAC”) and at the United States Department of the Treasury; (B) owned (excluding ownership through publicly traded shares) or Controlled, directly or indirectly, by a Person who is not listed on the SDN List or any similar list maintained by OFAC; (C) a Person with whom a citizen of the United States is prohibited to engage from engaging in transactions by any trade embargo, economic sanction, or other prohibition of U.S. law, regulation, or executive order order; or (D) incorporated in any country subject to U.S. country-based economic sanctions whereby conducting transactions with that Person would be in violation of the President of the United Statesany applicable law, rule, or regulation. (k) Such Member shall comply, and (ii) such Member has implemented procedures, and will consistently apply those procedures, to ensure the foregoing representations and warranties remain true and correct at all times. This Section 15.12(a)(x) shall not apply to any Person to the extent that such Person’s interest in of its authority hereunder) shall cause the Member is through either (x) a Person (other than an individual) whose securities are listed on a national securities exchangeCompany to comply, or quoted on an automated quotation system, in the United States, or a wholly-owned subsidiary of such a Person or (y) an “employee pension benefit plan” or “pension plan” as defined in Section 3(2) of the U.S. Employee Retirement Income Security Act of 1974, as amended. (xi) It shall comply with all applicable requirements of law relating to money laundering, anti-terrorism, bribery, corrupt practices, trade embargos and economic sanctions, now or hereafter in effect (including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act of 2010) in connection with the Company and shall immediately promptly notify the other Members in writing if it becomes aware that any of the foregoing representations, warranties warranties, or covenants are no longer true or have been breached or if the Member has a reasonable basis to believe that they may no longer be true or have been breached. (xiil) No Each Member or its Affiliates, has dealt with any broker or finder in connection with its entering into this Agreement and shall indemnify the other Members Member for all costs, damages and expenses (including reasonable attorneys’ fees) which may arise out of a any breach by the indemnifying Member of the aforesaid representation representations, warranties and warrantycovenants set forth in this Section 11.2. (xiiim) No broker CTO Member shall complete the Post Closing Title Obligations within ninety (90) days from the Effective Date, provided however, in the event CTO Member fails to cure one or finder has been engaged by it in connection with any more of the transactions contemplated by this Agreement or to its knowledge is Post Closing Title Obligations in any way connected with any of such transactions. In the event of time period required herein, CTO Member shall make a claim for a broker’s or finder’s fee or commission in connection herewith, then each Member shall, Capital Contribution to the fullest extent permitted by applicable law, indemnify, protect, defend and hold the other Member, the Company, each subsidiary, and their respective assets harmless from and against the same if it shall be based upon any statement or agreement alleged to have been made by it or its Affiliates. (b) The Manager represents and warrants to MCG that the Company was formed solely for the purpose of entering into the transactions contemplated by the Purchase Agreement and Section 4, and has incurred no costs or expenses or liability or obligations prior in an amount equal to the date of this Agreement and, greater of: (i) except as provided in this Agreement Forty Thousand and No/100 ($40,000) or another agreement between the Manager or its affiliates and MCG or its affiliates, MCG shall not be liable for any cost, expense, liability or obligation of the Company incurred prior to the date of this Agreement and (ii) the Manager and Allocated Value of each applicable parcel with respect to which the Keystone Investor, jointly and severallytitle issue was not cured (a “CTO Title Cure Contribution”). Any CTO Title Cure Contributions made by CTO Member shall be deposited into the CTO Shortfall/Hurdle Escrow Account, shall indemnifybe treated for purposes of Article VI hereof as if they were distributed to the Members in the proportions set forth in Article VI hereof on the date of such deposit (“Title Cure Deposit Date Proportions”) (provided, defend however, that the maximum aggregate combined CTO Shortfall Contributions, CTO Hurdle Contributions and hold MCG harmless from CTO Title Cure Contributions which may be treated for purposes of Article VI hereof as if they were distributed to the Members prior to the actual distribution thereof shall be limited to $2,000,000), and against shall actually be distributed to the Members in the Title Cure Deposit Date Proportions as part of the first distribution occurring following the second anniversary of the Effective Date. Additionally and notwithstanding anything herein to the contrary, CTO Member shall bear all costs associated with the completion of any loss or liability incurred by MCG arising from a breach by Post Closing Title Obligation as the Manager of its representations and warranties made same becomes due, including but not limited to all legal expenses involved in this Section 15.12(b)the Parcel 460 Litigation.

Representations and Covenants by the Members. (a) Each Member represents, warrants, covenants, acknowledges and agrees that: (ia) It is a corporation, limited liability company or limited partnership, as applicable, duly organized or formed and validly existing and in good standing under the laws of the state of its organization or formation; it has all requisite corporate, limited liability company or limited partnership power and authority to enter into this Agreement, to acquire and hold its Membership Interest and to perform its obligations hereunder; and the execution, delivery and performance of this Agreement has been duly authorizedauthorized by all necessary corporate, limited liability company or limited partnership action; and it has obtained any consent, approval, authorization or order of any court or governmental agency or body required for its execution, delivery and performance of this Agreement. (iib) This Agreement and all agreements, instruments and documents herein provided to be executed or caused to be executed by it are duly authorized, executed and delivered by and are and will be binding and enforceable against it. (iiic) Its execution execution, delivery, and delivery performance of this Agreement and the performance of its obligations hereunder will not (i) conflict with, result in a breach of or constitute a default (or any event that, with notice or lapse of time, or both, would constitute a default) or result in the acceleration of any obligation under any of the terms, conditions or provisions of any other agreement or instrument to which it is a party or by which it is bound or to which any of its property or assets are subject, (ii) conflict with or violate any of the provisions of its organizational documentsOrganizational Documents, or (iii) violate any statute or any order, rule or regulation of any court or governmental authorityor regulatory agency, that would materially and adversely affect the performance of its duties hereunder; such Member has obtained any consent, approval, authorization body or order of any governmental authority required for the execution, delivery and performance by such Member of its obligations hereunderofficials. (ivd) There is no action, suit or proceeding pending or, to its knowledge, threatened against it in any court or by or before any other governmental authority agency or instrumentality that would prohibit its entry into or performance of of, or that could have a material adverse effect on its ability to perform its obligations under this Agreement. (v) This Agreement is a binding agreement on the part of such Member enforceable in accordance with its terms against such Member. (vie) It has been advised to engage, and has engaged, engaged its own counsel (whether in-house or external) and any other advisors advisers it deems necessary and appropriate. By reason of its business or financial experience, or by reason of the business or financial experience of its own attorneys, accountants and financial advisors (which advisors, attorneys and accountants are not Affiliates of the Company or any other Member)) and who are not compensated, directly or indirectly, by the Company or any Member or any Affiliate thereof, it is capable of evaluating the risks and merits of an investment in the Membership Interest and of protecting its own interests in connection with this investment. Nothing in this Agreement should or may be construed to allow any Member to rely upon the advice of counsel acting for another Member or to create an attorney-client relationship between a Member and counsel for another Member. (vii1) It acknowledges and agrees that Xxxxxxxx & Xxxxxxxx LLP serves as counsel to the Whitehall Group, and that Xxxxxxxx & Xxxxxxxx LLP does not serve as counsel to any other Member. Every Member of the Company that is not a member of the Whitehall Group acknowledges and agrees that it does not have an attorney-client relationship with Xxxxxxxx & Xxxxxxxx LLP, and that no such relationship will arise in the course of the Company’s existence or dissolution by any means. Every Member of the Company that is not a member of the Whitehall Group represents, warrants and covenants that, in the event of litigation or arbitration between any member of the Whitehall Group and any other Member of the Company, or between Property Manager and the Company or any Subsidiary, such Member (and the Company and such Subsidiary) will not seek the removal of Xxxxxxxx & Xxxxxxxx LLP as counsel to the Whitehall Group for any purported conflict of interest or attorney-client relationship allegedly existing between Xxxxxxxx & Xxxxxxxx LLP and such Member (or the Company and such Subsidiary). (2) It acknowledges and agrees that Xxxxxxxx & Xxxxx LLP serves as counsel to Hyatt and as counsel to Property Manager, and that Xxxxxxxx & Xxxxx LLP does not serve as counsel to any other Member. Every Member of the Company other than Hyatt acknowledges and agrees that it does not have an attorney-client relationship with Xxxxxxxx & Xxxxx LLP, and that no such relationship will arise in the course of the Company’s existence or dissolution by any means. Every Member of the Company other than Hyatt represents, warrants and covenants that, in the event of litigation or arbitration between Hyatt and any other Member of the Company, or between Property Manager and the Company or any Subsidiary, such Member (and the Company and such Subsidiary) will not seek the removal of Xxxxxxxx & Xxxxx LLP as counsel to Hyatt or as counsel to Property Manager for any purported conflict of interest or attorney-client relationship allegedly existing between Xxxxxxxx & Xxxxx LLP and such Member (or the Company and such Subsidiary). (3) It acknowledges and agrees that each of Xxxxxxxx & Xxxxxxxx LLP and Xxxxxxxx & Xxxxx LLP has served and may in the future serve as counsel to the Company (and its Subsidiaries) in respect of the preparation and negotiation of the Acquisition Agreement (and documents related thereto), the acquisition of the Hotel and related personal property as set forth in the Acquisition Agreement and the financing and refinancing of the Property. Each Member of the Company waives any conflicts arising out of such representation and agrees not to seek the removal of either Xxxxxxxx & Xxxxxxxx LLP or Xxxxxxxx & Xxxxx LLP from representing any other Member or its Affiliates or the Company and its Subsidiaries by reason of any purported conflict of interest or attorney-client relationship allegedly existing between Xxxxxxxx & Xxxxxxxx LLP or Xxxxxxxx & Xxxxx LLP (in their representation of the Company (and its Subsidiaries)) and such Members. (g) It has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising or general solicitation with respect to the purchase or sale of its Interest. (h) It is acquiring the Membership Interest for investment purposes for its own account only and not with a view to, or for sale in connection with, any distribution of all or a any part of the Membership Interest. (viiii) It is financially able to bear the economic risk of its investment in its Interest, including the total loss thereof. (j) No Person has at any time expressly or impliedly represented, guaranteed, or warranted to it that it may freely transfer its Interest, that a percentage of profit and/or amount or type of consideration will be realized as a result of its investment in its Interest, that past performance or experience on the part of the Members in the Company or their respective Affiliates in any way indicates the future results of the ownership of its Interest or of the overall Company business, that any cash distributions from Company operations or otherwise will be made by any specific date or will be made at all, or that any specific tax benefits will accrue as a result of an investment in the Company. (k) It acknowledges that its Interest has not been registered under the Securities Act, or qualified under the blue sky laws of any state, in reliance, in part, on its representations, warranties, and agreements herein. (l) It agrees that the Company is under no obligation to register or qualify the Interest under the Securities Act or under any state securities law, or to assist it in complying with any exemption from registration and qualification. (m) It acknowledges that its investment in the Interest is speculative, involves a substantial risk of loss of its entire investment in the Company, that it understands and takes full cognizance of the risk factors related to purchase of the Interest, including that the Company is newly organized and has no financial or operating history, and that the other Members may (and will be permitted to) advance and seek to protect their own individual interests when making decisions or exercising rights relating to the Company and not necessarily the interests of the Company or another Member. (n) It is familiar with the definition of “accredited investor” in Rule 501(a) of Regulation D of the Securities Act of 1933, as amended, and it represents that it is an “accredited investor” within the meaning of that ruleRule. (ixo) It acknowledges that there are substantial restrictions on the transferability of its Interest pursuant to this Agreement, that there is not required no public market for its Interest and none is expected to register as an “investment company” within the meaning ascribed to such term by the Investment Company Act of 1940, as amendeddevelop, and covenants that that, accordingly, it shall at no time while may not be possible for it is to liquidate its investment in the Company. Without limiting the other representations set forth herein, and without limiting Article 9 of this Agreement, it will not make a Member Transfer of all or any part of the Interest or any direct or indirect ownership interest in it that will result in the violation by it or the Company conduct of the Securities Act, or any other applicable securities laws. (p) It has consulted with its business own attorneys, accountants and financial advisors regarding all legal, tax and financial matters concerning an investment in a manner the Company and the tax consequences of participating in the Company. It acknowledges that requires the tax consequences of its investment in the Company will depend on its particular circumstances, and neither the Company, the Members nor the partners, shareholders, members, managers, fiduciaries, agents, officers, directors, employees, Affiliates or consultants of any of them will be responsible or liable for the legal, tax or financial consequences to it of an investment in the Company. It will look solely to, and rely upon, its own advisers with respect to register as an “investment company”the legal, tax and financial consequences of this investment. (i) each Person owning a ten percent (10%) or greater interest in such Member (A) is not currently identified on the “Specially Designated Nationals and Blocked Persons List” maintained by the Office of Foreign Assets Control, Department of the Treasury (or any other similar list maintained by the Office of Foreign Assets Control pursuant to any authorizing statute, executive order or regulation) and (B) is not a Person with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of U.S. United States law, regulation, or executive order of the President of the United States, and (ii) such Member has implemented procedures, and will consistently apply those procedures, to ensure the foregoing representations and warranties remain true and correct at all times. This Section 15.12(a)(x2.7(q) shall not apply to any Person to the extent that such Person’s interest in the Member is through either (xA) a Person (other than an individual) whose securities are listed on a national securities exchange, or quoted on an automated quotation system, in the United States, or a wholly-owned subsidiary of such a Person or (yB) an “employee pension benefit plan” or “pension plan” as defined in Section 3(2) of the U.S. Employee Retirement Income Security Act of 1974, as amendedERISA. (xir) It shall comply with all requirements of law relating to money laundering, anti-terrorism, trade embargos and economic sanctions, now or hereafter in effect and shall immediately promptly notify the other Members in writing if it becomes aware that any of the foregoing representations, warranties or covenants are no longer true or have been breached or if the Member has a reasonable basis to believe that they may no longer be true or have been breached. (xii) No Member or its Affiliates, has dealt with any broker or finder in connection with its entering into this Agreement and shall indemnify the other Members for all costs, damages and expenses (including reasonable attorneys’ fees) which may arise out of a breach of the aforesaid representation and warranty. (xiii) No broker or finder has been engaged by it in connection with any of the transactions contemplated by this Agreement or to its knowledge is in any way connected with any of such transactions. In the event of a claim for a broker’s or finder’s fee or commission in connection herewith, then each Member shall, to the fullest extent permitted by applicable law, indemnify, protect, defend and hold the other Member, the Company, each subsidiary, and their respective assets harmless from and against the same if it shall be based upon any statement or agreement alleged to have been made by it or its Affiliates. (b) The Manager represents and warrants to MCG that the Company was formed solely for the purpose of entering into the transactions contemplated by the Purchase Agreement and Section 4, and has incurred no costs or expenses or liability or obligations prior to the date of this Agreement and, (i) except as provided in this Agreement or another agreement between the Manager or its affiliates and MCG or its affiliates, MCG shall not be liable for any cost, expense, liability or obligation of the Company incurred prior to the date of this Agreement and (ii) the Manager and the Keystone Investor, jointly and severally, shall indemnify, defend and hold MCG harmless from and against any loss or liability incurred by MCG arising from a breach by the Manager of its representations and warranties made in this Section 15.12(b).

Representations and Covenants by the Members. (a) Each Member represents, warrants, covenants, acknowledges and agrees that: (ia) It is a corporation, limited liability company or partnership, as applicable, duly organized or formed and validly existing and in good standing under the laws of the state of its organization or formation; it has all requisite power and authority to enter into this Agreement, to acquire and hold its Membership Interest and to perform its obligations hereunder; and the execution, delivery and performance of this Agreement has been duly authorized. (iib) This Agreement and all agreements, instruments and documents herein provided to be executed or caused to be executed by it are duly authorized, executed and delivered by and are and will be binding and enforceable against it. (iiic) Its Neither (i) the execution and delivery of this Agreement and the performance of its obligations hereunder nor (ii) the transaction contemplated by this Agreement will not conflict with, result in a breach of or constitute a default (or any event that, with notice or lapse of time, or both, would constitute a default) or result in the acceleration of any obligation under any of the terms, conditions or provisions of any other agreement or instrument to which it (or any of its Affiliates) is a party or by which it (or any of its Affiliates) is bound or to which any of its (or any of its Affiliate’s) property or assets are subject, conflict with or violate any of the provisions of its organizational documents, or violate any statute or any order, rule or regulation of any governmental authorityGovernmental Entity, that would materially and adversely affect the performance of its duties hereunder; such Member has obtained any consent, approval, authorization or order of any court or governmental authority agency or body required for the execution, delivery and performance by such Member of its obligations hereunder. (ivd) There is no action, suit or proceeding pending or, to its knowledge, threatened against it in any court or by or before any other governmental authority Governmental Entity that would prohibit its entry into or performance of this Agreement. (ve) This Agreement is a binding agreement on the part of such Member enforceable in accordance with its terms against such Member. (vif) It has been advised to engage, and has engaged, its own counsel (whether in-house or external) and any other advisors it deems necessary and appropriate. By reason of its business or financial experience, or by reason of the business or financial experience of its own attorneys, accountants and financial advisors (which advisors, attorneys and accountants are not Affiliates of the Company or any other Member), it is capable of evaluating the risks and merits of an investment in the Membership Interest and of protecting its own interests in connection with this investment. Nothing in this Agreement should or may be construed to allow any Member to rely upon the advice of counsel acting for another Member or to create an attorney-client relationship between a Member and counsel for another Member. (vii) It is acquiring the Membership Interest for investment purposes for its own account only and not with a view to, or for sale in connection with, any distribution of all or a part of the Membership Interest. (viiig) It is familiar with the definition of “accredited investor” in Rule 501(a) of Regulation D of the Securities Act of 1933, as amended, and it represents that it is an “accredited investor” within the meaning of that ruleRule. (ixh) It is not required to register as an “investment company” within the meaning ascribed to such term by the Investment Company Act of 1940, as amended, and covenants in the event the U.S. Securities and Exchange Commission determines that it is required to register as an “investment company” it shall at no time while it is a promptly notify the other Member. Each Member of shall use commercially reasonable efforts to cooperate with the Company conduct its business in a manner that requires it other Member to prevent either Member from being required to register as an “investment company”. (i) (i) each Person owning a ten percent (10%) or greater interest in such Member (A) is not currently identified on the “Specially Designated Nationals and Blocked Persons List” List maintained by the Office of Foreign Assets Control, Department of the Treasury (or any other similar list maintained by the Office of Foreign Assets Control pursuant to any authorizing statute, executive order or regulation) and (B) is not a Person with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of U.S. law, regulation, or executive order of the President of the United States, and (ii) such Member has implemented procedures, and will consistently apply those procedures, to ensure the foregoing representations and warranties remain true and correct at all times. This Section 15.12(a)(x10.1(i) shall not apply to any Person to the extent that such Person’s interest in the Member is through either (x) a Person (other than an individual) whose securities are listed on a national securities exchange, or quoted on an automated quotation system, in the United States, or a wholly-owned subsidiary of such a Person or (y) an “employee pension benefit plan” or “pension plan” as defined in Section 3(2) of the U.S. Employee Retirement Income Security Act of 1974, as amended. (xij) It acknowledges and agrees that Xxxxxxxx & Xxxxx LLP serves as counsel to Preferred Member, and that Xxxxxxxx & Xxxxx LLP does not serve as counsel to any other Member. Every Member other than Preferred Member acknowledges and agrees that it does not have an attorney-client relationship with Xxxxxxxx & Xxxxx LLP, and that no such relationship will arise in the course of the Company’s existence or dissolution by any means. (k) It acknowledges and agrees that Xxxxxxxx & Xxxxxxxx LLP serves as counsel to Common Member, and that Xxxxxxxx & Xxxxxxxx LLP does not serve as counsel to any other Member. Every Member other than Common Member acknowledges and agrees that it does not have an attorney-client relationship with Xxxxxxxx & Xxxxxxxx LLP and that no such relationship will arise in the course of the Company’s existence or dissolution by any means. (l) It shall comply with all requirements of law relating to money laundering, anti-terrorism, trade embargos and economic sanctions, now or hereafter in effect and shall immediately notify the other Members in writing if it becomes aware that any of the foregoing representations, warranties or covenants are no longer true or have been breached or if the Member has a reasonable basis to believe that they may no longer be true or have been breached. (xiim) No later than thirty (30) days following the Closing Date, Common Member or its Affiliates, has dealt with any broker or finder in connection with its entering into this Agreement and shall indemnify cause the other Members for all costs, damages and expenses Subsidiaries listed on Exhibit Q attached hereto (including reasonable attorneys’ fees) which may arise out of a breach of the aforesaid representation and warranty. (xiii) No broker or finder has been engaged by it in connection with any of the transactions contemplated by this Agreement or to its knowledge is in any way connected with any of such transactions. In the event of a claim for a broker’s or finder’s fee or commission in connection herewith, then each Member shall, to the fullest extent permitted by applicable law, indemnify, protect, defend and hold the other MemberSubsidiaries, the Company, each subsidiary, and their respective assets harmless from and against the same if it shall be based upon any statement or agreement alleged “Board-Managed Subsidiaries”) to have been made by it or its Affiliates. (b) The Manager represents and warrants to MCG that the Company was formed solely for the purpose of entering into the transactions contemplated by the Purchase Agreement and Section 4, and has incurred no costs or expenses or liability or obligations prior to the date of this Agreement and, (i) except as provided amend or amend and restate their respective operating agreements to remove any board of directors or board of managers (excluding independent directors or independent managers appointed at the direction of any Mortgage Lender), deliver resignation letters from each such board member in this Agreement or another agreement between the Manager or its affiliates form and MCG or its affiliatessubstance reasonably acceptable to Preferred Member, MCG shall not be liable for any costand provide that such Board-Managed Subsidiary is a single member, expensemember-managed limited liability company, liability or obligation of the Company incurred prior to the date of this Agreement and (ii) obtain any lender consents required under the Manager applicable Mortgage Loan Documents necessary to effectuate such amendment or amendment and the Keystone Investor, jointly and severally, shall indemnify, defend and hold MCG harmless from and against any loss restatement or liability incurred by MCG arising from a breach by the Manager of its representations and warranties made in this Section 15.12(b)such Board-Managed Subsidiary’s operating agreement.

Representations and Covenants by the Members. (a) Each Member represents, warrants, covenants, acknowledges and agrees that: (ia) It is a corporation, limited liability company or partnership, as applicable, duly organized or formed and validly existing and in good standing under the laws of the state of its organization or formation; it has all requisite power and authority to enter into this Agreement, to acquire and hold its Membership Interest and to perform its obligations hereunder; and the execution, delivery and performance of this Agreement has been duly authorized. (iib) This Agreement and all agreements, instruments and documents herein provided to be executed or caused to be executed by it are duly authorized, executed and delivered by and are and will be binding and enforceable against it. (iiic) Its execution and delivery of this Agreement and the performance of its obligations hereunder will not conflict with, result in a breach of or constitute a default (or any event that, with notice or lapse of time, or both, would constitute a default) or result in the acceleration of any obligation under any of the terms, conditions or provisions of any other agreement or instrument to which it (or any of its Affiliates) is a party or by which it (or any of its Affiliates) is bound or to which any of its (or any of its Affiliates’) property or assets are subject, conflict with or violate any of the provisions of its organizational documents, or violate any statute or any order, rule or regulation of any governmental authorityGovernmental Entity, that would materially and adversely affect the performance of its duties hereunder; such Member has obtained any consent, approval, authorization or order of any court or governmental authority agency or body required for the execution, delivery and performance by such Member of its obligations hereunder. (ivd) There is no action, suit or proceeding pending or, to its knowledge, threatened against it in any court or by or before any other governmental authority Governmental Entity that would prohibit its entry into or performance of this Agreement. (ve) This Agreement is a binding agreement on the part of such Member enforceable in accordance with its terms against such Member. (vif) It has been advised to engage, and has engaged, its own counsel (whether in-house or external) and any other advisors it deems necessary and appropriate. By reason of its business or financial experience, or by reason of the business or financial experience of its own attorneys, accountants and financial advisors (which advisors, attorneys and accountants are not Affiliates of the Company or any other Member), it is capable of evaluating the risks and merits of an investment in the Membership Interest and of protecting its own interests in connection with this investment. Nothing in this Agreement should or may be construed to allow any Member to rely upon the advice of counsel acting for another Member or to create an attorney-client relationship between a Member and counsel for another Member. (viig) It is acquiring the Membership its Interest for investment purposes for its own account only and not with a view to, or for sale in connection with, any distribution of all or a part of the Membership Interest. (viiih) It is familiar with the definition of “accredited investor” in Rule 501(a) of Regulation D of the Securities Act of 1933, as amended, and it represents that it is an “accredited investor” within the meaning of that ruleRule. (ixi) It is not required to register as an “investment company” within the meaning ascribed to such term by the Investment Company Act of 1940, as amended, and covenants that it shall at no time while it is a Member of the Company conduct its business in a manner that requires it to register as an “investment company”. (ij) each None of such Member, any one Person owning a ten percent (10%) or greater direct or indirect interest in in, or Controlling, such Member Member, or any group of Persons owning a fifty percent (50%) or greater direct or indirect interest in, or Controlling, such Member, (A) is not currently identified on the “Specially Designated Nationals and Blocked Persons List” List maintained by the Office of Foreign Assets Control, Department of the Treasury (or any other similar list maintained by the Office of Foreign Assets Control pursuant to any authorizing statute, executive order or regulation) and ), (B) is not a Person with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of U.S. law, regulation, or executive order of the President of the United States, and (ii) such Member has implemented procedures, and will consistently apply those procedures, to ensure the foregoing representations and warranties remain true and correct at all times. This Section 15.12(a)(x) shall not apply to any Person to the extent that such Person’s interest in the Member is through either (x) a Person (other than an individual) whose securities are listed on a national securities exchange, or quoted on an automated quotation system, in the United States, or a wholly-owned subsidiary of such a Person or (y) an “employee pension benefit plan” or “pension plan” as defined in Section 3(2) of the U.S. Employee Retirement Income Security Act of 1974, as amended. (xi) It shall comply with all requirements of law relating to money laundering, anti-terrorism, trade embargos and economic sanctions, now or hereafter in effect and shall immediately notify the other Members in writing if it becomes aware that any of the foregoing representations, warranties or covenants are no longer true or have been breached or if the Member has a reasonable basis to believe that they may no longer be true or have been breached. (xii) No Member or its Affiliates, has dealt with any broker or finder in connection with its entering into this Agreement and shall indemnify the other Members for all costs, damages and expenses (including reasonable attorneys’ fees) which may arise out of a breach of the aforesaid representation and warranty. (xiii) No broker or finder has been engaged by it in connection with any of the transactions contemplated by this Agreement or to its knowledge is in any way connected with any of such transactions. In the event of a claim for a broker’s or finder’s fee or commission in connection herewith, then each Member shall, to the fullest extent permitted by applicable law, indemnify, protect, defend and hold the other Member, the Company, each subsidiary, and their respective assets harmless from and against the same if it shall be based upon any statement or agreement alleged to have been made by it or its Affiliates. (b) The Manager represents and warrants to MCG that the Company was formed solely for the purpose of entering into the transactions contemplated by the Purchase Agreement and Section 4, and has incurred no costs or expenses or liability or obligations prior to the date of this Agreement and, (i) except as provided in this Agreement or another agreement between the Manager or its affiliates and MCG or its affiliates, MCG shall not be liable for any cost, expense, liability or obligation of the Company incurred prior to the date of this Agreement and (ii) the Manager and the Keystone Investor, jointly and severally, shall indemnify, defend and hold MCG harmless from and against any loss or liability incurred by MCG arising from a breach by the Manager of its representations and warranties made in this Section 15.12(b).,