Common use of Representations and Warranties of Assignor Clause in Contracts

Representations and Warranties of Assignor. Assignor represents and warrants as follows: (a) Assignor (i) is the sole owner of the Mortgage Loans and such ownership is free and clear of any lien, security interest or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights to the Mortgage Loans, other than to Assignee, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to Assignee. (b) The registered office and principal place of business of the Assignor is located in Hamilton, Bermuda. (c) The execution, delivery and performance of this Assignment by Assignor are within Assignor's power and authority, have been duly authorized by all necessary action and do not and will not (i) require any authorization which has not been obtained, (ii) contravene the articles of incorporation or by-laws of the Assignor, any applicable laws or any agreement or restriction binding on or affecting Assignor or its property, or (iii) result in or require the creation or imposition of any lien or right of others upon or with respect to any property now or in the future owned by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivered, will constitute the legal, valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the rights of creditors generally. (d) The originals (including duplicate originals, if any) of all the Mortgage Loan Documents, have been simultaneously herewith delivered to the Bank as custodian for Assignee (except for any loan documents which have been or will be submitted to public officials for filing or recording and policies of title or other insurance which have not yet been received by Assignor, which in either case will be delivered directly to the Bank or forthwith turned over to the Bank as and when received by the Assignor).

Representations and Warranties of Assignor. The Assignor represents and warrants as followsto the Assignee that: (a) Assignor (i) is the sole owner each of the Mortgage Loans Premises Hereby Assigned including, without limitation, each of the Leases in effect as of the date hereof, is valid and such ownership subsisting, is in full force and effect, unamended, in good standing and there are no defaults thereunder; (b) the Assignor has good, valid and legal right to absolutely assign and transfer to the Assignee the Premises Hereby Assigned, free and clear of any lienall assignments, mortgages, charges, pledges, security interest or and other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights to the Mortgage Loans, encumbrances other than to Assignee, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to Assignee. (b) The registered office and principal place of business those in favour of the Assignor is located in Hamilton, Bermuda.Assignee; (c) The the Assignor has taken all necessary action, corporate or otherwise, to authorize the execution and delivery of this Agreement and the performance of its obligations set out in this Agreement and in each of the Leases; (d) the execution, delivery and performance of this Assignment by Assignor are within Agreement and the assignment constituted hereby will not conflict with, be in or contribute to a contravention, breach or default under the Assignor's power and constating documents, by-laws, resolutions or the provisions of any indenture, instrument, agreement or undertaking to which the Assignor is a party or by which it is bound, or under any valid regulation, order, writ or decree of any court, tribunal, arbitration panel or governmental authority, have ; (e) this Agreement has been duly authorized by all necessary action and do not and will not (i) require any authorization which has not been obtained, (ii) contravene the articles of incorporation or by-laws of the Assignor, any applicable laws or any agreement or restriction binding on or affecting Assignor or its property, or (iii) result in or require the creation or imposition of any lien or right of others upon or with respect to any property now or in the future owned by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and when delivered, will constitute the be in full force and effect and constitutes a legal, valid and binding obligation of Assignor the Assignor, enforceable against Assignor in accordance with its terms; (f) there is no pending or threatened litigation, except as enforcement may be limited by bankruptcyaction, insolvency claim or other similar laws affecting fact known to the Assignor and not disclosed to the Assignee in writing which adversely affect or could adversely affect any of the Premises Hereby Assigned or the rights of creditors generally.the Assignor or any other party thereunder or the rights of the Assignee under this Agreement; (dg) The originals none of the Premises Hereby Assigned in existence on the date hereof is incapable of assignment to the Assignee in accordance with the provisions of this Agreement, nor is any of the Premises Hereby Assigned incapable of further assignment by the Assignee or by any receiver or receiver and manager, nor is the consent of any third party required for any assignment set out in this Agreement or in connection with any further assignment by the Assignee; and (including duplicate originalsh) no Rents, if any) payments, proceeds, receipts or other distributions due or to become due on any date subsequent to the date of all the Mortgage Loan Documents, this Agreement have been simultaneously herewith delivered to collected in advance of the Bank as custodian for Assignee (except for time when the same become due under the terms of any loan documents which have been or will be submitted to public officials for filing or recording and policies of title or other insurance which have not yet been received by Assignor, which in either case will be delivered directly to the Bank or forthwith turned over to the Bank as and when received by the Assignor)Premises Hereby Assigned.

Representations and Warranties of Assignor. Assignor represents and warrants as follows: (a) Assignor (i) is the sole owner of the Mortgage Loans and such ownership is free and clear of any lien, security interest or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights to the Mortgage Loans, other than to Assignee, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to Assignee. (b) The registered office and principal place of business of the Assignor is located in HamiltonXxxxxxxx, Bermuda. (c) The execution, delivery and performance of this Assignment by Assignor are within Assignor's power and authority, have been duly authorized by all necessary action and do not and will not (i) require any authorization which has not been obtained, (ii) contravene the articles of incorporation or by-laws of the Assignor, any applicable laws or any agreement or restriction binding on or affecting Assignor or its property, or (iii) result in or require the creation or imposition of any lien or right of others upon or with respect to any property now or in the future owned by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivered, will constitute the legal, valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the rights of creditors generally. (d) The originals (including duplicate originals, if any) of all the Mortgage Loan Documents, have been simultaneously herewith delivered to the Bank as custodian for Assignee (except for any loan documents which have been or will be submitted to public officials for filing or recording and policies of title or other insurance which have not yet been received by Assignor, which in either case will be delivered directly to the Bank or forthwith turned over to the Bank as and when received by the Assignor).

Representations and Warranties of Assignor. The Assignor hereby represents and warrants to the Assignee, Seller and Servicer as follows: (a) The Assignor is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization with full power and authority (icorporate and other) is the sole owner of the Mortgage Loans to enter into and such ownership is free and clear of any lien, security interest or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights to the Mortgage Loans, other than to Assignee, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to Assigneeperform its obligations under this Assignment. (b) The registered office This Assignment has been duly authorized, executed and principal place of business delivered by the Assignor and (assuming due authorization, execution and delivery thereof by each of the Assignor other parties hereto) constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether such enforcement is located considered in Hamilton, Bermudaa proceeding in equity or at law). (c) The execution, delivery and performance by the Assignor of this Assignment by Assignor are within Assignor's power and authoritythe consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof. (d) The execution and delivery of this Assignment have been duly authorized by all necessary corporate action and do not and will not (i) require any authorization which has not been obtained, (ii) contravene on the articles of incorporation or by-laws part of the Assignor; neither the execution and delivery of this Assignor, nor the consummation of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any applicable laws of the provisions of the governing documents of the Assignor or any agreement law, governmental rule or restriction regulation or any material judgment, decree or order binding on or affecting the Assignor or any of its propertyproperties, or (iii) result in or require any of the creation or imposition provisions of any lien material indenture, mortgage, deed of trust, contract or right other instrument to which Assignor is a party or by which it is bound. (e) There is no action, suit, proceeding or investigation pending or, to the best of others upon or with respect to the Assignor’s knowledge, threatened, against the Assignor, which, either in any property now one instance or in the future owned by aggregate, if determined adversely to the Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of would adversely affect its remedies ability to perform its obligations under this Assignment. This Assignment, when executed and delivered, will constitute the legal, valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the rights of creditors generally. (df) The originals (including duplicate originals, if any) of all Except for the Mortgage Loan Documents, have been simultaneously herewith delivered sale to the Bank as custodian for Assignee (except for Assignee, the Assignor has not assigned or pledged any loan documents which have been Mortgage Note or will be submitted to public officials for filing the related Mortgage or recording and policies of title any interest or other insurance which have not yet been received by Assignor, which in either case will be delivered directly to the Bank or forthwith turned over to the Bank as and when received by the Assignor)participation therein.

Representations and Warranties of Assignor. Assignor represents and warrants as follows: (a) Assignor (i) is the sole owner of the Mortgage Loans and such ownership is free and clear of any lien, security interest or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights to the Mortgage Loans, other than to Assignee, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to Assignee. (b) The registered office and principal place of business of the Assignor is located in Hamilton, Bermuda. (c) The execution, delivery and performance of this Assignment by Assignor are within Assignor's ’s power and authority, have been duly authorized by all necessary action and do not and will not (i) require any authorization which has not been obtained, (ii) contravene the articles of incorporation or by-laws of the Assignor, any applicable laws or any agreement or restriction binding on or affecting Assignor or its property, or (iii) result in or require the creation or imposition of any lien or right of others upon or with respect to any property now or in the future owned by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivered, will constitute the legal, valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the rights of creditors generally. (d) The originals (including duplicate originals, if any) of all the Mortgage Loan Documents, have been simultaneously herewith delivered to the Bank as custodian for Assignee (except for any loan documents which have been or will be submitted to public officials for filing or recording and policies of title or other insurance which have not yet been received by Assignor, which in either case will be delivered directly to the Bank or forthwith turned over to the Bank as and when received by the Assignor).

Representations and Warranties of Assignor. Assignor represents and warrants as follows: (a) Assignor (i) is the sole owner of the Mortgage Loans and such ownership is free and clear of any lien, security interest or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights to the Mortgage Loans, other than to Assignee, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to Assignee. (b) The registered office and principal place of business of the Assignor is located in Hamilton, Bermuda. (c) The execution, delivery and performance of this Assignment by Assignor are within Assignor's power and authority, have been duly authorized by all necessary action and do not and will not (i) require any authorization which has not been obtained, (ii) contravene the articles of incorporation or by-laws of the Assignor, any applicable laws or any agreement or restriction binding on or affecting Assignor or its property, or (iii) result in or require the creation or imposition of any lien or right of others upon or with respect to any property now or in the future owned by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivered, will constitute the legal, valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the rights of or creditors generally. (d) The originals (including duplicate originals, if any) of all the Mortgage Loan Documents, have been simultaneously herewith delivered to the Bank as custodian for Assignee (except for any loan documents which have been or will be submitted to public officials for filing or recording and policies of title or other insurance which have not yet been received by Assignor, which in either case will be delivered directly to the Bank or forthwith turned over to the Bank as and when received by the Assignor).

Representations and Warranties of Assignor. Assignor represents and warrants as follows: (a) Assignor hereby represents and warrants to Assignee that: (iA) Assignor is a duly organized and validly existing corporation under the sole owner laws of the Mortgage Loans State of Nevada, continues to hold a valid certificate to do business as such and has full power and authority to conduct its business as such, (B) Assignor is in all material respects in compliance with all laws, rules, regulations, directives and published interpretations issued or administered by, all conditions imposed in writing by and all agreements entered into with, any bank regulatory agency, authority or body having jurisdiction over Assignor or any of its respective assets, operations or businesses, and (C) Assignor is duly authorized as a foreign corporation, to do business and is in good standing in all jurisdictions in which such ownership authorization or qualification is free required and clear in which the failure to be so authorized or to qualify, as the case may be, could, in the aggregate, have any material adverse effect upon the business, condition or properties of any lien, security interest or other encumbrance, Assignor taken as a whole. (ii) Assignor has not granted any participation or other interest or assignmentthe full power and authority to hold the Assigned Rights, other option or rights to sell the Assigned Rights, and to enter into and consummate all transactions contemplated by this Agreement with respect to the Mortgage Loans, other than to Assignee, and (iii) Assigned Rights. Assignor has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to Assignee. (b) The registered office and principal place of business of duly authorized the Assignor is located in Hamilton, Bermuda. (c) The execution, delivery and performance of this Assignment by Assignor are within Assignor's power and authorityAgreement, have been has duly authorized by all necessary action and do not and will not (i) require any authorization which has not been obtained, (ii) contravene the articles of incorporation or by-laws of the Assignor, any applicable laws or any agreement or restriction binding on or affecting Assignor or its property, or (iii) result in or require the creation or imposition of any lien or right of others upon or with respect to any property now or in the future owned by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivereddelivered this Agreement, will constitute the and this Agreement, assuming due authorization, execution and delivery by Assignee, constitutes a legal, valid and binding obligation of Assignor Assignor, enforceable against Assignor it in accordance with its terms. (iii) The consummation of the transactions contemplated by this Agreement is in the ordinary course of Assignor's business and will not result in a breach of any of the terms, conditions or provisions of Assignor's charter or bylaws or any legal restriction or any agreement or instrument to which Assignor is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignor or its property is subject. (iv) Assignor is not in material default under any agreement, contract, instrument or indenture to which it is a party or by which it is bound, nor has any event occurred that with notice or lapse of time or both would constitute a material default under any such agreement, contract, instrument or indenture which could have a material adverse effect on this Agreement or the transactions proposed hereunder. (v) There is no action, suit, proceeding or investigation pending or, to Assignor's knowledge, threatened, against Assignor that either individually or in the aggregate, if determined adversely to Assignor, would result in any material liability to Assignor, impair the ability of Assignor to perform its obligations hereunder in accordance with the terms hereof, or have a material adverse effect on the business, operations or financial condition of Assignor. (vi) No consent, approval, authorization or order of any court or governmental authority, participant or other third party is required for the execution and delivery of this Agreement by Assignor or for the performance by Assignor of its obligations hereunder, other than such consent, approval, authorization or order as has been or will be obtained prior to the Closing. (b) With respect to each Loan, Assignor hereby represents and warrants to Assignee that: (i) Assignor is the sole owner and holder of the Notes. (ii) The Loans are not currently subject to any prior assignment or pledge which will not be released prior to closing. (iii) Assignor has made or will, prior to the Closing, make available to Assignee for Assignee's review originals or true copies of all Loan Documents, Collateral Reports (as defined in Section 10) and substantive correspondence in Assignor's possession which directly concern the Assigned Rights (including, without limitation, the Loan Documents). If there have been changes to the terms of the Loans not reflected in the materials furnished to Assignee, or if significant correspondence has been received in connection with the Loans since the time the materials were furnished to Assignee, information regarding the same has been or will, prior to Closing, be provided to Assignee by Assignor. (iv) Each of the Primary Loan Documents is valid and enforceable except as such enforcement may be limited by bankruptcy, insolvency insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law), and each Mortgage, if any, grants to Assignor a lien interest in the Mortgaged Property described therein with the priority identified on Exhibit A-2, subject only to the interest of the first lien holder in the case of second lien mortgages and standard printed exceptions to Title Policies, mineral reservations where surface rights have been waived, and utility easements or such other non-monetary encumbrances described as exceptions in each of the assigned Title Policies and such exceptions, individually or collectively, will not impair the use of the property for its intended purpose (collectively, the "Permitted Exceptions"). Further, to the extent there is a Mortgage, each Mortgage has created a valid lien on the respective Mortgaged Property which, in the event of a material default thereunder or under the related Note, may be foreclosed upon in accordance with applicable state law (subject to the rights of creditors generallythe first lienholder in the case of second mortgages). Assignor has not taken any action that creates any valid defense in accordance with applicable state law by the obligor thereunder to the holder's realization on the collateral or the indebtedness. (dv) Assignor has not received notice of pending or threatened litigation (including bankruptcies and tax suits) which may materially affect the validity or enforceability of the Loan Documents or the valuation of the Mortgaged Properties. (vi) The originals Notes are legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally and by general equity principles (including duplicate originalsregardless of whether such enforcement is considered in a proceeding in equity or at law) and Assignor has not taken any enforcement action under any security agreements or the other related Loan Documents that creates any valid defense in accordance with applicable state law by the maker thereunder to the holder's realization on such security. (vii) The legal principal balances for each Note as set forth on Exhibit A-2 attached hereto are true and correct as of September 30, if any1998 (the "Cut-Off Date") and the legal principal balances as set forth on the Certificate of all Principal Balances (as described in Section 7(d) hereof) will be true and correct as of the Mortgage last business day before Closing. There are no monetary defaults under the Notes, and to the best of Assignor's knowledge, there are no material non-monetary defaults currently existing under any of the Loan Documents. (viii) Ad valorem and other property taxes for the Mortgaged Properties are current, and there are no material delinquencies. For purposes of this Section 5(b)(viii), the term "material" shall refer to delinquencies in excess of $50,000 or 5% of the principal balance of the related Loan, whichever is less. (ix) To the best of Assignor's knowledge and belief, there are no material Loan Documents which are not in its possession. (x) Assignor has made or caused to be made available for review by Assignee (and will continue to update such information as it is received and shall provide to Assignee such updated information that is received by Assignor prior to the Closing Date of this Agreement) (collectively, "Environmental Material") all written materials in its possession regarding (i) compliance by each Mortgaged Property and/or the applicable Borrower with all Environmental Requirements (as defined in Section 9 below), (ii) the presence of any Hazardous Materials (as defined in Section 9 below) located on or affecting any of the Mortgaged Properties, and (iii) the failure to remediate, or failure to have taken such steps as may have been simultaneously herewith delivered required as of the Effective Date by any governmental authority with jurisdiction over the Borrower or Mortgaged Property. Assignor has no actual knowledge of any breach of any Environmental Requirements or the existence of any Hazardous Materials on or affecting the Mortgaged Properties not described in the Environmental Material. Any breach of this Section 5(b)(x) shall be referred to herein as an "Environmental Defect." (xi) Assignor has not foreclosed upon or otherwise realized upon or received any property securing the Notes and will not take any such actions prior to the Bank as custodian for Assignee (except for any loan documents which have been or will be submitted to public officials for filing or recording and policies of title or other insurance which have not yet been received by Assignor, which in either case will be delivered directly to the Bank or forthwith turned over to the Bank as and when received by the Assignor)Closing without Assignee's prior written consent.

Representations and Warranties of Assignor. The Assignor represents and warrants as follows: (a) Assignor (i) is to the sole owner Assignee that: each of the Mortgage Loans Premises Hereby Assigned including, without limitation, each of the Leases in effect as of the date hereof, is valid and such ownership subsisting, is in full force and effect, unamended, in good standing and there are no defaults thereunder; the Assignor has good, valid and legal right to absolutely assign and transfer to the Assignee the Premises Hereby Assigned, free and clear of any lienall assignments, mortgages, charges, pledges, security interest or interests and other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights to the Mortgage Loans, encumbrances other than to Assignee, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to Assignee. (b) The registered office and principal place of business those in favour of the Assignee; the Assignor is located has taken all necessary action, corporate or otherwise, to authorize the execution and delivery of this Agreement and the performance of its obligations set out in Hamilton, Bermuda. (c) The this Agreement and in each of the Leases; the execution, delivery and performance of this Assignment by Assignor are within Agreement and the assignment constituted hereby will not conflict with, be in or contribute to a contravention, breach or default under the Assignor's power and constating documents, by-laws, resolutions or the provisions of any indenture, instrument, agreement or undertaking to which the Assignor is a party or by which it is bound, or under any valid regulation, order, writ or decree of any court, tribunal, arbitration panel or governmental authority, have ; this Agreement has been duly authorized by all necessary action and do not and will not (i) require any authorization which has not been obtained, (ii) contravene the articles of incorporation or by-laws of the Assignor, any applicable laws or any agreement or restriction binding on or affecting Assignor or its property, or (iii) result in or require the creation or imposition of any lien or right of others upon or with respect to any property now or in the future owned by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and when delivered, will constitute the be in full force and effect and constitutes a legal, valid and binding obligation of Assignor the Assignor, enforceable against Assignor in accordance with its terms; there is no pending or threatened litigation, except as enforcement may be limited by bankruptcyaction, insolvency claim or other similar laws affecting fact known to the Assignor and not disclosed to the Assignee in writing which adversely affects or could adversely affect any of the Premises Hereby Assigned or the rights of creditors generally. (d) The originals (including duplicate originalsthe Assignor or any other party thereunder or the rights of the Assignee under this Agreement; none of the Premises Hereby Assigned in existence on the date hereof is incapable of assignment to the Assignee in accordance with the provisions of this Agreement, if any) nor is any of all the Mortgage Loan DocumentsPremises Hereby Assigned incapable of further assignment by the Assignee or by any receiver or receiver and manager, nor is the consent of any third party required for any assignment set out in this Agreement or in connection with any further assignment by the Assignee; and no Rents, payments, proceeds, receipts or other distributions due or to become due on any date subsequent to the date of this Agreement have been simultaneously herewith delivered to collected in advance of the Bank as custodian for Assignee (except for time when the same become due under the terms of any loan documents which have been or will be submitted to public officials for filing or recording and policies of title or other insurance which have not yet been received by Assignor, which in either case will be delivered directly to the Bank or forthwith turned over to the Bank as and when received by the Assignor)Premises Hereby Assigned.

Representations and Warranties of Assignor. Assignor hereby represents and warrants to Assignee as follows: (a) 2.1 The assignment, transfer, and conveyance of any and all rights that Assignor (i) has in and to the Intellectual Property that is hereby made fully and completely complies with all requirements of law and other relevant regulation. 2.2 Assignor will perform all acts and execute all documents, as Assignee reasonably determines necessary or desirable, to protect Assignee’s interest in the sole owner Intellectual Property and to ensure that the assignment, transfer, and conveyance contemplated by this Agreement complies with all requirements of law and other relevant regulation. 2.3 Assignor owns the Mortgage Loans and such ownership is Intellectual Property, as applicable, free and clear of any lienall liens, security interest or other encumbranceencumbrances, (ii) has not granted any participation or other interest or and claims of others and is authorized to assign, transfer, and convey the Intellectual Property, as applicable, to Assignee in accordance with the terms of this Agreement. 2.4 In connection with the transfer, assignment, other option and conveyance contemplated by this Agreement, Assignee has acquired and shall acquire all of Assignor’s rights throughout the world, under any law, statute, treaty, or regulation heretofore, now or hereafter existing, enacted or promulgated, together with all claims, demands, and causes of action heretofore, now or hereafter existing for use of any of the Intellectual Property and any and all of Assignor’s legal or equitable rights to use and own the Mortgage Loans, other than to Assignee, Intellectual Property in any and (iii) has not pledged, collaterally assigned all fields of use now or otherwise hypothecated any interest therein or agreed to do so, other than to Assigneehereafter existing throughout the world. (b) The registered office 2.5 All actions and principal place proceedings necessary to be taken by or on the part of business of Assignor in connection with the Assignor is located in Hamilton, Bermuda. (c) The execution, delivery and performance of transactions contemplated by this Assignment by Assignor are within Assignor's power and authority, Agreement have been duly authorized by all necessary action and do not validly taken, and will not (i) require any authorization which this Agreement has not been obtainedduly and validly authorized, (ii) contravene the articles of incorporation or by-laws of the Assignorexecuted, any applicable laws or any agreement or restriction binding on or affecting Assignor or its property, or (iii) result in or require the creation or imposition of any lien or right of others upon or with respect to any property now or in the future owned and delivered by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivered, constitutes and will constitute the legal, valid valid, and binding obligation of Assignor Assignor, enforceable against Assignor in accordance with and subject to its terms, except as enforcement may be limited by bankruptcy, insolvency bankruptcy or other similar laws affecting the creditors’ rights of creditors generallyand by equitable principles. 2.6 Neither the execution, delivery, and performance by Assignor of this Agreement nor the consummation by Assignor of the transactions contemplated hereby is an event that, by itself or with the giving of notice or the passage of time or both, will constitute a violation of, or conflict with, or result in any breach of or any default under, or constitute grounds for termination or acceleration of, any license, mortgage, indenture, lease, agreement, or instrument to which Assignor is a party or by which Assignor is bound, or violate (di) The originals any judgment, decree, or order or (including duplicate originalsii) any statute, if any) of rule, or regulation, in each such case, applicable to Assignor. Assignor has filed or agrees to file all the Mortgage Loan Documents, have been simultaneously herewith delivered necessary documents to obtain all necessary approvals from applicable governmental entities with respect to the Bank as custodian for Assignee (except for any loan documents which have been or will be submitted to public officials for filing or recording Intellectual Property, including, but not limited to, all applicable certificates of transfer, such that the execution, delivery, and policies performance by Assignor of title or other insurance which have not yet been received this Agreement, and the consummation by Assignor, which in either case will be delivered directly to Assignor of the Bank or forthwith turned over to the Bank as and when received by the Assignor)transactions contemplated hereby.

Representations and Warranties of Assignor. Assignor represents and warrants as followsthat: (a) Assignor (i) it is a Delaware corporation, duly organized and validly existing in good standing under the sole owner Laws of the Mortgage Loans State of Delaware and such ownership is free has the requisite power, authority and clear of any lien, security interest or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights legal right to enter into and carry out the Mortgage Loans, other than to Assignee, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to Assignee.transactions contemplated hereby; (b) The registered office and principal place of business of the Assignor is located in Hamilton, Bermuda. (c) The execution, delivery and performance of this Assignment by Assignor are within Assignor's power and authority, have Agreement has been duly authorized by all necessary action and do not and will not (i) require any authorization which has not been obtainedauthorized, (ii) contravene the articles of incorporation or by-laws of the Assignor, any applicable laws or any agreement or restriction binding on or affecting Assignor or its property, or (iii) result in or require the creation or imposition of any lien or right of others upon or with respect to any property now or in the future owned by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivered, will constitute delivered by it and constitutes the legal, valid and binding obligation of Assignor Assignor, enforceable against Assignor it in accordance with its terms; (c) no action or proceeding is pending, except as enforcement may be limited has been instituted or, to the knowledge of Assignor, is threatened, before any court or governmental agency, nor has any order, judgment or decree been issued or, to the knowledge of Assignor, is threatened, by bankruptcy, insolvency any court or other similar laws affecting governmental agency which would materially adversely affect the rights ability of creditors generally.Assignor to complete and consummate its obligations contemplated hereby; (d) The originals the Trust Estate is free of Lessor Liens attributable to it; (including duplicate originalse) it has fully performed all of its obligations under the Participation Agreement and under each other Operative Agreement to which it is a party or by which it is bound, if anywhich obligations by their terms are required to be satisfied or performed prior to the date hereof; (f) neither the execution, delivery and performance by it of this Agreement, nor compliance by it with any of the provisions thereof requires or will require any approval of its stockholders, or approval or consent of any trustees or holders of any indebtedness or obligations of it or contravenes or will contravene any Law or any order of any court or governmental authority or agency applicable to or binding on it or contravenes or will contravene the provisions of, or constitute a default under, its Certificate of Incorporation or Bylaws or any indenture, mortgage, contract or any agreement or instrument to which it is a party or by which it or any of its property may be bound or affected; (g) no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body (other than as required by the Act, or the regulations promulgated thereunder) is required for the due execution, delivery or performance by it of this Agreement; (h) the transfer to Assignee of all of the Mortgage Loan DocumentsAssignor's right, have been simultaneously herewith delivered title and interest in each Operative Agreement to which it is a party or by which it is bound, will not violate any provision of the Act, the Securities Act (and no registration pursuant to such Securities Act or the rules and regulations thereunder shall be required in connection with such transfer), or any other applicable law. Notwithstanding the foregoing, no representation is being made in this Section 7 with respect to the Bank as custodian for Assignee absence of violations of ERISA; (except for any loan documents which have been i) no Person action on behalf of Assignor is or will be submitted entitled to public officials for filing any broker's fee, commission or recording finder's fee in connection with the transactions contemplated by this Agreement; and (j) other than the Purchase Agreement, dated as of July 27, 2004, between Assignor and policies of title Assignee and the Retained Assets, there are no other contracts, agreements, documents or other insurance which have not yet been received by Assignor, which in either case will be delivered directly instruments related to the Bank or forthwith turned over to the Bank as and when received Trust Estate by the Assignor)which Assignor is bound.

Representations and Warranties of Assignor. Assignor represents and warrants to Assignee as followsof the date hereof and as of the Closing Date that: (a) a. Assignor (i) is has the sole owner of the Mortgage Loans legal right and such ownership is free requisite power and clear of any lien, security interest or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights authority to the Mortgage Loans, other than to Assigneemake and enter into this Agreement, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than perform its obligations hereunder and to Assignee. (b) The registered office and principal place of business of comply with the Assignor is located in Hamilton, Bermuda. (c) provisions hereof. The execution, delivery and performance of this Assignment Agreement by Assignor are within Assignor's power and authority, have has been duly authorized by all necessary Assignee action on its part. The execution, delivery and do performance of this Agreement by Assignor does not and will not (i) require any authorization which has not been obtained, (ii) contravene the articles charter, bylaws or other organizational documents of incorporation or by-laws of the Assignor, any applicable laws or any agreement or restriction binding on or affecting Assignor or its property, or (iii) result in or require the creation or imposition of any lien or right of others upon or with respect to any property now or in the future owned . This Agreement has been duly executed and delivered by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivered, will constitute the legal, valid and binding obligation of Assignor enforceable against Assignor it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency insolvency, moratorium or other similar laws affecting the rights of creditors generallygenerally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought. b. The execution, delivery and performance of this Agreement by Assignor and the compliance by Assignor with the provisions hereof, do not and will not (dwith or without notice or lapse of time, or both) The originals (including duplicate originalsconflict with, if any) or result in any violation of, or default under, or give rise to any right of all the Mortgage Loan Documentstermination, have been simultaneously herewith delivered to the Bank as custodian for Assignee (except for cancellation or acceleration of any obligation under any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Assignor or any of its properties or assets, other than any such conflicts, violations, defaults, or other effects which, individually or in the aggregate, do not and will not prevent, restrict or impede Assignor’s performance of its obligations under and compliance with the provisions of this Agreement and the other transaction documents executed in connection herewith. c. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental or regulatory authority or any other person or entity (other than any of the foregoing which have been obtained and, at the date in question, are then in effect) is required under existing laws as a condition to the execution, delivery or performance of this Agreement by Assignor. d. Assignor understands that the Shares are “restricted securities” and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities law and is acquiring the Shares as principal for its own account and not with a view to or for distributing or reselling such Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Shares (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business e. Assignor, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares, and has so evaluated the merits and risks of such investment. f. Assignor, as of the date hereof, is, and on each date on which it converts Shares it will be submitted to public officials for filing either: (i) an “accredited investor” as defined in Rule 501(a) under the Securities Act or recording and policies of title or other insurance which have not yet been received by Assignor, which (ii) a “qualified institutional buyer” as defined in either case will be delivered directly to Rule 144A(a) under the Bank or forthwith turned over to the Bank as and when received by the Assignor)Securities Act.

Representations and Warranties of Assignor. Assignor represents and warrants to Assignee as followsof the date hereof and as of the Closing Date that: (a) a. Assignor (i) is has the sole owner of the Mortgage Loans legal right and such ownership is free requisite power and clear of any lien, security interest or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights authority to the Mortgage Loans, other than to Assigneemake and enter into this Agreement, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than perform its obligations hereunder and to Assignee. (b) The registered office and principal place of business of comply with the Assignor is located in Hamilton, Bermuda. (c) provisions hereof. The execution, delivery and performance of this Assignment Agreement by Assignor are within Assignor's power and authority, have has been duly authorized by all necessary company action on its part. The execution, delivery and do performance of this Agreement by Assignor does not and will not (i) require any authorization which has not been obtained, (ii) contravene the articles charter, bylaws or other organizational documents of incorporation or by-laws of the Assignor, any applicable laws or any agreement or restriction binding on or affecting Assignor or its property, or (iii) result in or require the creation or imposition of any lien or right of others upon or with respect to any property now or in the future owned . This Agreement has been duly executed and delivered by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivered, will constitute the legal, valid and binding obligation of Assignor enforceable against Assignor it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency insolvency, moratorium or other similar laws affecting the rights of creditors generallygenerally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought. b. The execution, delivery and performance of this Agreement by Assignor and the compliance by Assignor with the provisions hereof, do not and will not (dwith or without notice or lapse of time, or both) The originals (including duplicate originalsconflict with, if any) or result in any violation of, or default under, or give rise to any right of all the Mortgage Loan Documentstermination, have been simultaneously herewith delivered to the Bank as custodian for Assignee (except for cancellation or acceleration of any obligation under any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Assignor or any of its properties or assets, other than any such conflicts, violations, defaults, or other effects which, individually or in the aggregate, do not and will not prevent, restrict or impede Assignor’s performance of its obligations under and compliance with the provisions of this Agreement and the other transaction documents executed in connection herewith. c. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental or regulatory authority or any other person or entity (other than any of the foregoing which have been obtained and, at the date in question, are then in effect) is required under existing laws as a condition to the execution, delivery or will be submitted to public officials for filing or recording and policies performance of title or other insurance which have not yet been received this Agreement by Assignor, which in either case will be delivered directly to the Bank or forthwith turned over to the Bank as and when received by the Assignor).

Representations and Warranties of Assignor. Assignor represents makes the following representations and warrants warranties to Assignee, each of which shall be deemed made as followsof the Effective Date, and re-made as of each Purchase Tranche Closing: (a) Assignor (i) is the sole legal and equitable owner of the Mortgage Loans Assignor's right, title and such ownership is free interest in and clear of any lien, security interest or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights to the Mortgage LoansAssigned Debt, other than except for any portion of the Assigned Debt previously sold and assigned to Assignee, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed Assignee pursuant to do so, other than to Assignee.this Agreement; and (b) The registered office and principal place of business Assignor has not sold, transferred, assigned, pledged, hypothecated, or otherwise encumbered the Assigned Debt, or any portion thereof, except for any portion of the Assignor is located in Hamilton, Bermuda.Assigned Debt previously sold and assigned to Assignee pursuant to this Agreement; and (c) The Assignor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate, partnership or other applicable power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder, and the execution, delivery and performance by the Assignor of the transactions contemplated by this Assignment by Assignor are within Assignor's power and authority, Agreement have been duly authorized by all necessary corporate, partnership, or similar action on the part of the Assignor. (d) The Assignor is not, and do not and will not for a period of at least ninety (i90) require any authorization which days prior to the date hereof has not been obtainedbeen, an "Affiliate" of the Borrower, as said term is defined in Rule 144 (ii"Rule 144") contravene of the articles of incorporation or by-laws Rules and Regulations promulgated under the Securities Act. (e) This Agreement, when executed and delivered by the Assignor, will constitute a valid and legally binding obligation of the Assignor, any applicable laws or any agreement or restriction binding on or affecting Assignor or its property, or (iii) result in or require the creation or imposition of any lien or right of others upon or with respect to any property now or in the future owned by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivered, will constitute the legal, valid and binding obligation of Assignor enforceable against the Assignor in accordance with its terms, except except: (i) as enforcement may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors' rights generally; or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (f) To the best knowledge of the Assignor, neither the execution and delivery of this Agreement, or any Assignment, nor the consummation of the transactions contemplated hereby, does or will violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which the Assignor is subject or any provision of its organizational documents or other similar laws affecting governing instruments, or conflict with, violate or constitute a default under any agreement, credit facility, debt or other instrument or understanding to which the rights Assignor is a party. The Assignor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with this Agreement and the assignment of creditors generallythe Assigned Debt, any portion thereof, or any instruments evidencing same as contemplated hereby. (dg) The originals (including duplicate originalsThere is no action, if any) of all the Mortgage Loan Documentssuit, have been simultaneously herewith delivered proceeding, judgment, claim or investigation pending, or to the Bank as custodian knowledge of the Assignor, threatened against the Assignor which could reasonably be expected in any manner to challenge or seek to prevent, enjoin, alter or materially delay any of the transactions contemplated hereby, except that Assignor has filed suit against the Borrower and others seeking repayment of the sums due under the Purchase Agreement and related Transaction Documents. (h) No authorization, consent, approval or other order of, or declaration to or filing with, any governmental agency or body or other Person is required for Assignee (the valid authorization, execution, delivery and performance by the Assignor of this Agreement and the consummation of the transactions contemplated hereby, except for authorizations, consents, and approvals obtained prior to the date hereof. (i) Except for the foregoing representations and warranties, this Agreement and each Assignment is made by Assignor without recourse, representation or warranty of any loan documents which have been nature or will be submitted kind, express or implied, and Assignor specifically disclaims any warranty, guaranty or representation, oral or written, past, present or future with respect to public officials for filing the Assigned Debt, any portion thereof, or recording and policies any instruments evidencing same, including, without limitation: (i) the validity, effectiveness or enforceability of title the Assigned Debt, any portion thereof, or any instruments evidencing same; (ii) the validity, existence, or priority of any lien or security interest securing the obligations of Borrower or any other Credit Parties evidenced by the Assigned Debt, any portion thereof, or any instruments evidencing same; (iii) the existence of, or basis for, any claim, counterclaim, defense or offset relating to the Assigned Debt, any portion thereof, or any instruments evidencing same; (iv) the financial condition of the Borrower, or any other Credit Parties or guarantor or obligor liable under the Assigned Debt, any portion thereof, or any instruments evidencing same, or the ability of any such parties to pay or perform their respective obligations under the Assigned Debt, any portion thereof, or any instruments evidencing same; (v) the compliance of the Assigned Debt, any portion thereof, or any instruments evidencing same with any laws, ordinances or regulations of any governmental agency or other insurance which have body; (vi) the value or condition of any collateral securing the obligations under the Assigned Debt, any portion thereof, or any instruments evidencing same; and (vii) the future performance of the Borrower or any other Credit Parties or guarantor or obligor liable under the Assigned Debt, any portion thereof, or any instruments evidencing same. Assignee acknowledges and represents to Assignor that Assignee has been given the opportunity to undertake its own investigations of the Borrower, the Assigned Debt, any portion thereof, or any instruments evidencing same, and having undertaken and performed all such investigations as Assignee deemed necessary or desirable, Assignee represents, warrants and agrees that it is relying solely on its own investigation of the Borrower, the Assigned Debt, any portion thereof, or any instruments evidencing same, and not yet been received any information whatsoever provided or to be provided by Assignor, which or any representation or warranty of Assignor. This Agreement, and each Assignment of the Assigned Debt, or portion thereof, as provided for herein is made on an "AS IS," "WHERE IS" basis, with all faults, and Assignee, by acceptance of this Agreement and each Assignment, shall be deemed to have agreed and acknowledged that Assignor has fully performed, discharged and complied with all of Assignor's obligations, representations, warranties, covenants and agreements hereunder, that Assignor is discharged therefrom, and that Assignor shall have no further liability with respect thereto, except only for those express warranties contained in either case will be delivered directly to the Bank or forthwith turned over to the Bank as this Agreement, and when received Assignee, by the Assignor)such acceptance, expressly acknowledges that ASSIGNOR MAKES NO WARRANTY OR REPRESENTATIONS, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, RELATING TO THE ASSIGNED DEBT, ANY PORTION THEREOF, OR ANY INSTRUMENTS EVIDENCING SAME, EXCEPT AS SPECIFICALLY SET FORTH HEREIN.

Representations and Warranties of Assignor. Assignor represents and warrants to Assignee and the Assignee Members as follows: (a) The Lease is in full force and effect. To Assignor’s knowledge, there are no conditions prohibiting Assignor’s exercise of the Purchase Option, and neither Assignor nor Landlord is in default under the Lease. (b) Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction where formed and is authorized to do business in the State of North Carolina. The individual executing this Agreement on behalf of Assignor is duly authorized to execute, deliver and perform this Agreement on behalf of Assignor. Assignor has the right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by it, including without limitation, the assignment of the Purchase Option; neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by it nor the fulfillment of nor the compliance with the terms, conditions and provisions of this Agreement will conflict with or result in a violation or breach of any relevant law, or any other instrument or agreement of any nature to which the Assignor is a party or by which it is bound or may be affected, or constitute (with or without the giving of notice or the passage of time) a default under such an instrument or agreement. (c) Assignor is (i) is not currently identified on the sole owner Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control, Department of the Mortgage Loans Treasury (“OFAC”) and/or on any other similar list maintained by OFAC pursuant to any authorizing statute, executive order or regulation (collectively, the “List”), and such ownership is free and clear of any lien, security interest or other encumbrance, (ii) has not granted a person or entity with whom a citizen of the United States is prohibited to engage in transactions by any participation trade embargo, economic sanction, or other interest prohibition of United States law, regulation, or assignment, other option or rights to Executive Order of the Mortgage Loans, other than to AssigneePresident of the United States, and (iii) not an Embargoed Person (as hereinafter defined). To Assignor’s actual knowledge, no Embargoed Person has not pledged, collaterally assigned or otherwise hypothecated any interest therein of any nature whatsoever in Assignor (whether directly or agreed indirectly). The term “Embargoed Person” means any person, entity or government subject to do sotrade restrictions under U.S. law, other than to Assigneeincluding but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §1701 et seq. (b) , The registered office Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and principal place of business of the any Executive Orders or regulations promulgated thereunder. Assignor is located not engaging in Hamiltonthis transaction, Bermuda. (c) The executiondirectly or indirectly, delivery and performance of this Assignment by Assignor are within Assignor's power and authority, have been duly authorized by all necessary action and do not and will not (i) require any authorization which has not been obtained, (ii) contravene the articles of incorporation or by-laws of the Assignor, any applicable laws or any agreement or restriction binding on or affecting Assignor or its property, or (iii) result in or require the creation or imposition violation of any lien laws relating to drug trafficking, money laundering or right of others upon or with respect predicate crimes to any property now or in the future owned by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivered, will constitute the legal, valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the rights of creditors generallymoney laundering. (d) The originals (including duplicate originals, if any) of all the Mortgage Loan Documents, have been simultaneously herewith delivered to the Bank as custodian for Assignee (except for any loan documents which have been or will be submitted to public officials for filing or recording and policies of title or other insurance which have not yet been received by Assignor, which in either case will be delivered directly to the Bank or forthwith turned over to the Bank as and when received by the Assignor).

Representations and Warranties of Assignor. Assignor represents and warrants to Assignee, as of the date hereof and as of the Closing Date, as follows: (a) 5.01 Assignor (i) is the sole owner a public pension fund created and existing pursuant to Article 11 of the Mortgage Loans Education Law of the State of New York and such ownership having the powers and privileges of a corporation pursuant to Section 502 thereof. 5.02 Assignor has the full and legal right, power and authority and is free duly authorized to enter into this Agreement, to perform each of the covenants and clear of obligations to be performed by it hereunder and to execute and deliver and to perform its obligations under any lien, security interest or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights and all documents required to the Mortgage Loans, other than be executed and delivered by it pursuant to Assigneethis Agreement, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to Assignee. (b) The registered office and principal place of business of the Assignor is located in Hamilton, Bermuda. (c) The execution, delivery and performance of this Assignment by Assignor are within Assignor's power and authority, have been duly authorized by all necessary action and do not and will not (i) require any authorization which has not been obtained, (ii) contravene the articles of incorporation or by-laws of the Assignor, any applicable laws or any agreement or restriction binding on or affecting Assignor or its property, or (iii) result in or require the creation or imposition of any lien or right of others upon or with respect to any property now or in the future owned by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed by Assignor and delivered, will delivered to Assignee shall constitute the legal, valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms. The execution, except as enforcement may be limited by bankruptcydelivery and performance of this Agreement and each such document: (A) does not and will not violate the organizational documents of Assignor; and (B) does not and will not violate any foreign, insolvency federal, state, local or other similar laws affecting law applicable to Assignor or require Assignor to obtain the rights approval, consent or waiver of creditors generallyor make any filings with, any person or authority (governmental or otherwise) that has not been obtained or made or which does not remain in effect. 5.03 No petition in bankruptcy (d) The originals (including duplicate originalsvoluntary or otherwise), if anyassignment for the benefit of creditors, or petition seeking reorganization or arrangement or other action under federal or state bankruptcy laws is pending against Assignor. 5.04 Assignor is not a foreign person within the meaning of Section 1445(f) of all the Mortgage Loan DocumentsInternal Revenue Code of 1986, have been simultaneously herewith delivered as amended. 5.05 Assignor is not, and is not acting on behalf of, an “employee benefit plan” (as defined in the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), subject to Part 4 of Title I of ERISA, and (ii) its assets do not constitute “plan assets” (as defined therein), and (iii) it will not be reconstituted as a “plan” or an entity whose assets constitute “plan assets” (as defined therein). 5.06 Assignor has not on behalf of itself or the Bank as custodian for Assignee (except for Company had any loan documents which have been contact or will be submitted to public officials for filing dealings regarding the Interests, or recording and policies any communication in connection with the subject matter of title this transaction, through any real estate broker or other insurance which have person who can claim a right to a commission or finder's fee in connection with the transfer contemplated hereby. 5.07 Assignor has not yet been received by Assignortransferred any of its Interest in the Company and owns the Assigned Interests free and clear of any claim, which in either case will be delivered directly to the Bank lien, pledge, voting agreement, option, charge, security interest, right of assignment, purchase right or forthwith turned over to the Bank as and when received by the Assignor)other encumbrance of any nature whatsoever.

Representations and Warranties of Assignor. (a) Assignor represents and warrants as follows: (a) Assignor that (i) is the sole owner of the Mortgage Loans this Agreement has been duly authorized, executed and such ownership is free and clear of any lien, security interest or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights to the Mortgage Loans, other than to Assigneedelivered by Assignor, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to Assignee. (b) The registered office and principal place of business of the Assignor is located in Hamilton, Bermuda. (c) The execution, delivery and performance of this Assignment by Assignor are within Assignor's power and authority, have been duly authorized by all necessary action and do not and will not (i) require any authorization which has not been obtained, (ii) contravene the articles of incorporation or by-laws of the Assignor, any applicable laws or any agreement or restriction binding on or affecting Assignor or its property, or (iii) result in or require the creation or imposition of any lien or right of others upon or with respect to any property now or in the future owned by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivered, will constitute the legal, valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms; (ii) it has title to the Assigned Rights, (iii) it has not previously assigned, sold, sold a participation interest in, hypothecated or otherwise transferred any interest that it had or may have in the Assigned Rights or the Loan Documents , (iv) other than as set forth herein and in that certain Amendment and Partial Assignment of Loans, Liens and Documents by and among Assignor and Valens Offshore SPV II, Corp. (“Valens Offshore”), which is being executed simultaneously herewith (the “Offshore Assignment”), no Loan Document has been modified or amended in any manner and (v) it has not funded any amounts to the Company or any of the Subsidiaries under the terms of the Loan Documents. (b) Assignee hereby acknowledges that it is taking the Assigned Percentage of the Loan Documents as is, without recourse to Assignor, without the benefit of any representations or warranties from Assignor, except as enforcement may be limited expressly stated in Section 4(a) above. (c) Assignee represents and warrants that this Agreement has been duly authorized, executed and delivered by bankruptcyit, insolvency or other similar laws affecting and is the rights legal, valid and binding obligation of creditors generallythe Assignee enforceable in accordance with its terms. (d) The originals Assignor hereby represents and warrants as to all of the representations and warranties set forth in Section 5 of the SPA (including duplicate originals, if anyas hereby amended) of all the Mortgage Loan Documents, have been simultaneously herewith delivered to the Bank same extent as custodian for Assignee (except for any loan documents which have been or will be submitted to public officials for filing or recording and policies of title or other insurance which have not yet been received by Assignor, which in either case will be delivered directly to the Bank or forthwith turned over to the Bank as and when received by the Assignor)Assignee.

Representations and Warranties of Assignor. The Assignor hereby represents and warrants to the Assignee, Seller and Servicer as of the date hereof, unless otherwise stated, as follows: (a) The Assignor is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization with full power and authority (icorporate and other) is the sole owner of the Mortgage Loans to enter into and such ownership is free and clear of any lien, security interest or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights to the Mortgage Loans, other than to Assignee, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to Assigneeperform its obligations under this Assignment. (b) The registered office This Assignment has been duly authorized, executed and principal place of business delivered by the Assignor and (assuming due authorization, execution and delivery thereof by each of the Assignor other parties hereto) constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether such enforcement is located considered in Hamilton, Bermudaa proceeding in equity or at law). (c) The execution, delivery and performance by the Assignor of this Assignment by Assignor are within Assignor's power and authoritythe consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof. (d) The execution and delivery of this Assignment have been duly authorized by all necessary corporate action and do not and will not (i) require any authorization which has not been obtained, (ii) contravene on the articles of incorporation or by-laws part of the Assignor; neither the execution and delivery of this Assignment, nor the consummation of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any applicable laws of the provisions of the governing documents of the Assignor or any agreement law, governmental rule or restriction regulation or any material judgment, decree or order binding on or affecting the Assignor or any of its propertyproperties, or (iii) result in or require any of the creation or imposition provisions of any lien material indenture, mortgage, deed of trust, contract or right other instrument to which Assignor is a party or by which it is bound. (e) There is no action, suit, proceeding or investigation pending or, to the best of others upon the Assignor’s knowledge, threatened, against the Assignor, which, either in any one instance or in the aggregate, if determined adversely to the Assignor would adversely affect its ability to perform its obligations under this Assignment. (f) As of January 31, 2007, except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) No Transferred Mortgage Loan is a “High Cost Loan” or “Covered Loan,” as applicable, as such terms are defined in the then current Standard & Poor’s LEVELSâ Glossary. In addition, no Transferred Mortgage Loan is a “high-cost,” “high-cost home,” “covered,” “high-risk home,” or “predatory” loan under any applicable federal, state or local predatory or abusive lending law (or a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or additional legal liability for residential mortgage loans having high interest rates, points and/or fees), and no Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending Act. (h) As of January 31, 2007, any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, predatory and abusive lending or disclosure laws applicable to the Mortgage Loans have been complied with. All inspections, licenses and certificates required to be made or issued with respect to any property now or in all occupied portions of the future owned by Assignor (other than liens created in favor Mortgaged Properties and, with respect to the use and occupancy of Assignee hereunder). No authorization which has the same, including but not been obtained is required for the assignment hereunder or the enforcement by Assignee limited to certificates of its remedies under this Assignment. This Assignment, when executed occupancy and delivered, will constitute the legal, valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the rights of creditors generally. (d) The originals (including duplicate originals, if any) of all the Mortgage Loan Documentsfire underwriting certificates, have been simultaneously herewith delivered to made or obtained from the Bank as custodian for Assignee (except for any loan documents which have been or will be submitted to public officials for filing or recording and policies of title or other insurance which have not yet been received by Assignor, which in either case will be delivered directly to the Bank or forthwith turned over to the Bank as and when received by the Assignor)appropriate authorities.

Representations and Warranties of Assignor. The Assignor hereby represents and warrants to the Assignee, Seller and Servicer as of the date hereof, unless otherwise stated, as follows: (a) The Assignor is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization with full power and authority (icorporate and other) is the sole owner of the Mortgage Loans to enter into and such ownership is free and clear of any lien, security interest or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights to the Mortgage Loans, other than to Assignee, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to Assigneeperform its obligations under this Assignment. (b) The registered office This Assignment has been duly authorized, executed and principal place of business delivered by the Assignor and (assuming due authorization, execution and delivery thereof by each of the Assignor other parties hereto) constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether such enforcement is located considered in Hamilton, Bermudaa proceeding in equity or at law). (c) The execution, delivery and performance by the Assignor of this Assignment by Assignor are within Assignor's power and authoritythe consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof. (d) The execution and delivery of this Assignment have been duly authorized by all necessary corporate action and do not and will not (i) require any authorization which has not been obtained, (ii) contravene on the articles of incorporation or by-laws part of the Assignor; neither the execution and delivery of this Assignment, nor the consummation of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any applicable laws of the provisions of the governing documents of the Assignor or any agreement law, governmental rule or restriction regulation or any material judgment, decree or order binding on or affecting the Assignor or any of its propertyproperties, or (iii) result in or require any of the creation or imposition provisions of any lien material indenture, mortgage, deed of trust, contract or right other instrument to which Assignor is a party or by which it is bound. (e) There is no action, suit, proceeding or investigation pending or, to the best of others upon the Assignor’s knowledge, threatened, against the Assignor, which, either in any one instance or in the aggregate, if determined adversely to the Assignor would adversely affect its ability to perform its obligations under this Assignment. (f) As of April 28, 2006, except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) As of April 28, 2006, no Mortgage Loan is classified as a “high cost” mortgage loan under Section 32 of the Home Ownership and Equity Protection Act of 1994, as amended, and no Mortgage Loan is considered a “high cost” mortgage loan under any applicable federal, state or local predatory or abusive lending law (or a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or additional legal liability for residential mortgage loans having high interest rates, points and/or fees). No Transferred Mortgage Loan is a “High Cost Loan” or “Covered Loan,” as applicable, as such terms are defined in the then current Standard & Poor’s LEVELSâ Glossary and no Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending Act. (h) As of April 28, 2006, any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, predatory and abusive lending or disclosure laws applicable to the Mortgage Loans have been complied with. All inspections, licenses and certificates required to be made or issued with respect to any property now or in all occupied portions of the future owned by Assignor (other than liens created in favor Mortgaged Properties and, with respect to the use and occupancy of Assignee hereunder). No authorization which has the same, including but not been obtained is required for the assignment hereunder or the enforcement by Assignee limited to certificates of its remedies under this Assignment. This Assignment, when executed occupancy and delivered, will constitute the legal, valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the rights of creditors generally. (d) The originals (including duplicate originals, if any) of all the Mortgage Loan Documentsfire underwriting certificates, have been simultaneously herewith delivered to made or obtained from the Bank as custodian for Assignee (except for any loan documents which have been or will be submitted to public officials for filing or recording and policies of title or other insurance which have not yet been received by Assignor, which in either case will be delivered directly to the Bank or forthwith turned over to the Bank as and when received by the Assignor)appropriate authorities.

Representations and Warranties of Assignor. Assignor represents and warrants to Assignee as followsof the date hereof and as of the Closing Date (as defined below) that: (a) a. a true, accurate and complete copy of the Sales Contract is attached hereto as EXHIBIT A, and the Sales Contract has not been modified or amended; b. a true, accurate and complete list of the Development Documents is attached hereto as EXHIBIT B; c. Assignor (i) is the sole absolute owner of the Mortgage Loans Purchase Rights and such ownership is free the Development Rights and clear of any lien, security interest or other encumbrance, (ii) has the right to assign the Purchase Rights and the Development Rights; d. Assignor has not granted given or received any participation notice of default or other interest breach under the Sales Contract or assignment, other option or rights to the Mortgage Loans, other than to AssigneeDevelopment Documents, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to Assignee. (b) The registered office and principal place of business of the Assignor is located in Hamilton, Bermuda. (c) The execution, delivery and performance of this Assignment by Assignor are within Assignor's power knowledge, no such default or breach exists and authority, have been duly authorized no event or circumstance exists which with the giving of notice or passage of time or both would constitute a default or breach under the Sales Contract or Development Documents by all necessary action any party thereto; e. The Purchase Rights and do not and will not (i) require any authorization which has not been obtained, (ii) contravene the articles of incorporation or by-laws of the Assignor, any applicable laws or any agreement or restriction binding on or affecting Assignor or its property, or (iii) result in or require the creation or imposition Development Rights are free of any lien or right of others upon or with respect charge and are not subject to any property now assignment, transfer, or in hypothecation; f. Assignor has been duly organized and is validly existing. Assignor has the future owned by full right and authority and has obtained any and all consents required therefor to enter into the Sales Contract, the Development Documents and this Agreement and consummate or cause to be consummated the sale and assignments contemplated therein and herein. The persons signing the Sales Contract, the Development Documents and this Agreement on behalf of Assignor (other than liens created in favor of Assignee hereunder)are authorized to do so. No authorization which has not The Sales Contract, the Development Documents and this Agreement have been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when properly authorized and executed and delivered, will constitute the legal, valid and binding obligation obligations of Assignor Assignor, enforceable against Assignor in accordance with its their terms; g. There is no agreement to which Assignor is a party or binding on Assignor which is in conflict with the Sales Contract, except as enforcement may be limited the Development Documents or this Agreement; h. There is no action or proceeding pending or, to Assignor's knowledge, threatened against the Assignor which challenges or impairs Assignor's ability to execute, deliver or perform this Agreement; i. The Property is zoned to permit the uses contemplated by bankruptcythe Project and Assignor has obtained the Regulatory Approvals specified in Section 5(b)(i)-(viii) above, insolvency and, to Assignor's knowledge, such approvals are all those necessary for the construction of the Project other than issuance of building, construction or curb cut permits, which permits are available upon payment of the fees listed under clause (k) below. j. Assignor has delivered to Assignee a true and complete copy of all plans, agreements, ordinances or other similar laws affecting written materials entered into with, or issued or approved by the rights City, any utility provider, local school, park or other district or other governmental body in connection with the Property and Project and Regulatory Approvals, and at closing will deliver such permits referred to in Section 5.b.iii; k. To Assignor's knowledge, based on Assignor's due investigation and inquiry, a true, accurate and complete list of creditors generally. (d) The originals all fees exceeding $300 assessed or likely to be assessed by any governmental entity or utility provider associated with the Project (including duplicate originalswithout limitation, if anyall such permit fees, impact fees, review fees, inspection fees, tap-on fees, and recapture fees) of all is attached hereto as EXHIBIT E; and l. Assignor has deposited $35,000 as Exxxxxx Money under the Mortgage Loan Documents, have been simultaneously herewith delivered to the Bank Sales Contract with Title Insurer as custodian for Assignee (except for any loan documents which have been or will be submitted to public officials for filing or recording and policies of title or other insurance which have not yet been received by Assignor, which in either case will be delivered directly to the Bank or forthwith turned over to the Bank as and when received by the Assignor)escrowee.

Representations and Warranties of Assignor. The Assignor hereby represents and warrants to the Assignee, Seller and Servicer as of the date hereof, unless otherwise stated, as follows: (a) The Assignor is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization with full power and authority (icorporate and other) is the sole owner of the Mortgage Loans to enter into and such ownership is free and clear of any lien, security interest or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights to the Mortgage Loans, other than to Assignee, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to Assigneeperform its obligations under this Assignment. (b) The registered office This Assignment has been duly authorized, executed and principal place of business delivered by the Assignor and (assuming due authorization, execution and delivery thereof by each of the Assignor other parties hereto) constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether such enforcement is located considered in Hamilton, Bermudaa proceeding in equity or at law). (c) The execution, delivery and performance by the Assignor of this Assignment by Assignor are within Assignor's power and authoritythe consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof. (d) The execution and delivery of this Assignment have been duly authorized by all necessary corporate action and do not and will not (i) require any authorization which has not been obtained, (ii) contravene on the articles of incorporation or by-laws part of the Assignor; neither the execution and delivery of this Assignment, nor the consummation of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any applicable laws of the provisions of the governing documents of the Assignor or any agreement law, governmental rule or restriction regulation or any material judgment, decree or order binding on or affecting the Assignor or any of its propertyproperties, or (iii) result in or require any of the creation or imposition provisions of any lien material indenture, mortgage, deed of trust, contract or right other instrument to which Assignor is a party or by which it is bound. (e) There is no action, suit, proceeding or investigation pending or, to the best of others upon the Assignor’s knowledge, threatened, against the Assignor, which, either in any one instance or in the aggregate, if determined adversely to the Assignor would adversely affect its ability to perform its obligations under this Assignment. (f) As of April 30, 2007, except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) No Transferred Mortgage Loan is a “High Cost Loan” or “Covered Loan,” as applicable, as such terms are defined in the then current Standard & Poor’s LEVELSâ Glossary. In addition, no Transferred Mortgage Loan is a “high-cost,” “high-cost home,” “covered,” “high-risk home,” or “predatory” loan under any applicable federal, state or local predatory or abusive lending law (or a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or additional legal liability for residential mortgage loans having high interest rates, points and/or fees), and no Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending Act. (h) As of April 30, 2007, any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, predatory and abusive lending or disclosure laws applicable to the Mortgage Loans have been complied with. All inspections, licenses and certificates required to be made or issued with respect to any property now or in all occupied portions of the future owned by Assignor (other than liens created in favor Mortgaged Properties and, with respect to the use and occupancy of Assignee hereunder). No authorization which has the same, including but not been obtained is required for the assignment hereunder or the enforcement by Assignee limited to certificates of its remedies under this Assignment. This Assignment, when executed occupancy and delivered, will constitute the legal, valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the rights of creditors generally. (d) The originals (including duplicate originals, if any) of all the Mortgage Loan Documentsfire underwriting certificates, have been simultaneously herewith delivered to made or obtained from the Bank as custodian for Assignee (except for any loan documents which have been or will be submitted to public officials for filing or recording and policies of title or other insurance which have not yet been received by Assignor, which in either case will be delivered directly to the Bank or forthwith turned over to the Bank as and when received by the Assignor)appropriate authorities.

Representations and Warranties of Assignor. The Assignor hereby represents and warrants to the Assignee, Seller and Servicer as of the date hereof, unless otherwise stated, as follows: (a) The Assignor is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization with full power and authority (icorporate and other) is the sole owner of the Mortgage Loans to enter into and such ownership is free and clear of any lien, security interest or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights to the Mortgage Loans, other than to Assignee, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to Assigneeperform its obligations under this Assignment. (b) The registered office This Assignment has been duly authorized, executed and principal place of business delivered by the Assignor and (assuming due authorization, execution and delivery thereof by each of the Assignor other parties hereto) constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether such enforcement is located considered in Hamilton, Bermudaa proceeding in equity or at law). (c) The execution, delivery and performance by the Assignor of this Assignment by Assignor are within Assignor's power and authoritythe consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof. (d) The execution and delivery of this Assignment have been duly authorized by all necessary corporate action and do not and will not (i) require any authorization which has not been obtained, (ii) contravene on the articles of incorporation or by-laws part of the Assignor; neither the execution and delivery of this Assignment, nor the consummation of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any applicable laws of the provisions of the governing documents of the Assignor or any agreement law, governmental rule or restriction regulation or any material judgment, decree or order binding on or affecting the Assignor or any of its propertyproperties, or (iii) result in or require any of the creation or imposition provisions of any lien material indenture, mortgage, deed of trust, contract or right other instrument to which Assignor is a party or by which it is bound. (e) There is no action, suit, proceeding or investigation pending or, to the best of others upon the Assignor’s knowledge, threatened, against the Assignor, which, either in any one instance or in the aggregate, if determined adversely to the Assignor would adversely affect its ability to perform its obligations under this Assignment. (f) As of May 26, 2006, except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) No Transferred Mortgage Loan is a “High Cost Loan” or “Covered Loan,” as applicable, as such terms are defined in the then current Standard & Poor’s LEVELSâ Glossary. In addition, no Transferred Mortgage Loan is a “high-cost,” “high-cost home,” “covered,” “high-risk home,” or “predatory” loan under any applicable federal, state or local predatory or abusive lending law (or a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or additional legal liability for residential mortgage loans having high interest rates, points and/or fees), and no Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending Act. (h) As of May 26, 2006, any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, predatory and abusive lending or disclosure laws applicable to the Mortgage Loans have been complied with. All inspections, licenses and certificates required to be made or issued with respect to any property now or in all occupied portions of the future owned by Assignor (other than liens created in favor Mortgaged Properties and, with respect to the use and occupancy of Assignee hereunder). No authorization which has the same, including but not been obtained is required for the assignment hereunder or the enforcement by Assignee limited to certificates of its remedies under this Assignment. This Assignment, when executed occupancy and delivered, will constitute the legal, valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the rights of creditors generally. (d) The originals (including duplicate originals, if any) of all the Mortgage Loan Documentsfire underwriting certificates, have been simultaneously herewith delivered to made or obtained from the Bank as custodian for Assignee (except for any loan documents which have been or will be submitted to public officials for filing or recording and policies of title or other insurance which have not yet been received by Assignor, which in either case will be delivered directly to the Bank or forthwith turned over to the Bank as and when received by the Assignor)appropriate authorities.

Representations and Warranties of Assignor. The Assignor hereby represents and warrants to the Assignee, Seller and Servicer as of the date hereof, unless otherwise stated, as follows: (a) The Assignor is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization with full power and authority (icorporate and other) is the sole owner of the Mortgage Loans to enter into and such ownership is free and clear of any lien, security interest or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights to the Mortgage Loans, other than to Assignee, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to Assigneeperform its obligations under this Assignment. (b) The registered office This Assignment has been duly authorized, executed and principal place of business delivered by the Assignor and (assuming due authorization, execution and delivery thereof by each of the Assignor other parties hereto) constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether such enforcement is located considered in Hamilton, Bermudaa proceeding in equity or at law). (c) The execution, delivery and performance by the Assignor of this Assignment by Assignor are within Assignor's power and authoritythe consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof. (d) The execution and delivery of this Assignment have been duly authorized by all necessary corporate action and do not and will not (i) require any authorization which has not been obtained, (ii) contravene on the articles of incorporation or by-laws part of the Assignor; neither the execution and delivery of this Assignment, nor the consummation of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any applicable laws of the provisions of the governing documents of the Assignor or any agreement law, governmental rule or restriction regulation or any material judgment, decree or order binding on or affecting the Assignor or any of its propertyproperties, or (iii) result in or require any of the creation or imposition provisions of any lien material indenture, mortgage, deed of trust, contract or right other instrument to which Assignor is a party or by which it is bound. (e) There is no action, suit, proceeding or investigation pending or, to the best of others upon the Assignor’s knowledge, threatened, against the Assignor, which, either in any one instance or in the aggregate, if determined adversely to the Assignor would adversely affect its ability to perform its obligations under this Assignment. (f) As of May 24, 2007, except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) No Transferred Mortgage Loan is a “High Cost Loan” or “Covered Loan,” as applicable, as such terms are defined in the then current Standard & Poor’s LEVELSâ Glossary. In addition, no Transferred Mortgage Loan is a “high-cost,” “high-cost home,” “covered,” “high-risk home,” or “predatory” loan under any applicable federal, state or local predatory or abusive lending law (or a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or additional legal liability for residential mortgage loans having high interest rates, points and/or fees), and no Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending Act. (h) As of May 24, 2007, any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, predatory and abusive lending or disclosure laws applicable to the Mortgage Loans have been complied with. All inspections, licenses and certificates required to be made or issued with respect to any property now or in all occupied portions of the future owned by Assignor (other than liens created in favor Mortgaged Properties and, with respect to the use and occupancy of Assignee hereunder). No authorization which has the same, including but not been obtained is required for the assignment hereunder or the enforcement by Assignee limited to certificates of its remedies under this Assignment. This Assignment, when executed occupancy and delivered, will constitute the legal, valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the rights of creditors generally. (d) The originals (including duplicate originals, if any) of all the Mortgage Loan Documentsfire underwriting certificates, have been simultaneously herewith delivered to made or obtained from the Bank as custodian for Assignee (except for any loan documents which have been or will be submitted to public officials for filing or recording and policies of title or other insurance which have not yet been received by Assignor, which in either case will be delivered directly to the Bank or forthwith turned over to the Bank as and when received by the Assignor)appropriate authorities.

Representations and Warranties of Assignor. Assignor represents and warrants to Assignee and IPA as follows: (a) Assignor (i) is the sole owner a municipal corporation of the Mortgage Loans State of California, duly created, organized and such ownership is free existing under the laws of said State and clear duly qualified to furnish electric service within the State of any lien, security interest or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights to the Mortgage Loans, other than to Assignee, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to AssigneeCalifornia. (b) The registered office Assignor has full corporate right, power and principal place authority as a municipal corporation to execute and deliver this Agreement, to perform the obligations of business Assignor under this Agreement and to carry out and consummate all of the respective transactions contemplated by this Agreement, and Assignor is located has complied with the provisions of applicable law in Hamilton, Bermudaall matters relating to such transactions. (c) The executionThis Agreement has been duly authorized, delivery executed and performance of this Assignment delivered by Assignor are within Assignor's power and authority, have been duly authorized by all necessary action and do not and will not (i) require any authorization which has not been obtained, (ii) contravene the articles of incorporation or by-laws of the Assignor, any applicable laws or any agreement or restriction binding on or affecting Assignor or its property, or (iii) result in or require the creation or imposition of any lien or right of others upon or with respect to any property now or in the future owned by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivered, will constitute constitutes the legal, valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms, except as enforcement that the rights and remedies set forth in this Agreement may be limited by any applicable bankruptcy, insolvency insolvency, moratorium, reorganization, debt adjustment or other similar laws affecting the creditors’ rights of creditors generally. (d) Assignor has obtained, with respect to Assignor, all required Regulatory Contract Approvals. No additional or further Regulatory Contract Approval shall be required with respect to Assignor in relation to this Agreement or the Contract, respectively, whether before, on or after August 13, 2019, so long as the final design of the Project does not significantly change from the specifications provided in the compliance filing made by Assignor with the California Energy Commission (the “CEC”) on October 10, 2018 which compliance filing was determined by the CEC to comply with the applicable regulatory provisions of the State of California. (e) The originals (including duplicate originalsauthorization, if any) execution and delivery of all this Agreement and compliance with the Mortgage Loan Documentsprovisions of this Agreement do not conflict with or constitute a breach of, have been simultaneously herewith delivered or default under, any material instrument relating to the Bank as custodian for Assignee (except for organization, existence or operation of Assignor, any loan documents which have been or will be submitted to public officials for filing or recording and policies of title material commitment, agreement or other insurance instrument to which have not yet been received Assignor is a party or by Assignorwhich it or its property is bound or affected, any regulation or ordinance to which Assignor (or any of its officers in either case will be delivered directly their respective capacities as such) is subject, any ruling, judgment, order or decree naming Assignor (or any of its officers in their respective capacities as such) as a party, or any provision of the applicable material decisions of the California Supreme Court or the California Courts of Appeal or statutes of the State of California relating to Assignor and its affairs. (f) The statements in the Bank Recitals to this Agreement regarding Assignor and the Assigned Entitlements, or forthwith turned over to any aspect of Assignor or the Bank as Assigned Entitlements, are true and when received by the Assignor)correct in all material respects.

Representations and Warranties of Assignor. Assignor represents does hereby represent and warrants as followswarrant to Assignee that: (a) Assignor (i) is Neither the sole owner of the Mortgage Loans and such ownership is free and clear of Patent nor any lienclaims thereof has been held invalid or unenforceable and, security interest or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights to the Mortgage Loansbest of Assignor’s knowledge, other than to Assignee, the Patent is valid and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to Assigneeenforceable. (b) The registered office and principal place of business Assignor shall not challenge the validity or enforceability of the Assignor is located in Hamilton, BermudaPatent. (c) The executionPatent is not, delivery and performance of this Assignment by Assignor are within Assignor's power and authoritynor has it ever been, have been duly authorized by all necessary action and do not and will not (i) require any authorization which has not been obtainedthe subject of, (ii) contravene the articles of incorporation or by-laws of the Assignorinvolved in, any applicable laws suit, action or any agreement reexamination or restriction binding on or affecting Assignor or its property, or (iii) result in or require reissue proceeding other than the creation or imposition of any lien or right of others upon or with respect to any property now or suit that is described in the future owned by Assignor Settlement Agreement (other than liens created in favor of Assignee hereundersuch litigation being referred to as the “Litigation”). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivered, will constitute the legal, valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the rights of creditors generally. (d) The originals (including duplicate originalsTo the best of Assignor’s knowledge, if any) of all aside from the Mortgage Loan DocumentsLitigation, have been simultaneously herewith delivered there are no past or present threatened claims or litigation contesting the validity, enforceability, infringement, ownership or right to use, make, import, sell, license, or offer for sale or license any rights in the Patent or, to the Bank best of Assignor’s knowledge, other than with respect to the Litigation, is there any basis for such claims or litigation. (e) Other than as custodian provided for Assignee (except for any loan documents which have in this Assignment Agreement, Assignor owns and holds all right, title, claim, and interest in and to the Patent and no assignment, grant, mortgage, lien, restriction, encumbrance, or other agreement affecting the Patent has been or will be submitted made to public officials for filing or recording and policies of title or other insurance which have not yet been received by Assignor, which in either case will be delivered directly to the Bank or forthwith turned over to the Bank as and when received others by the Assignor). (f) Assignor possesses the full right to convey the interest conveyed in this Assignment Agreement in the Patent to Assignee. (g) There are no current licenses, or options, commitments or agreements to license any rights, in and to the Patent. (h) All maintenance fees or annuity fees have been paid on the Patent and the Patent has not expired for failure to pay maintenance or annuity fees. (i) Assignor is not aware of any prior article, document, use, or information that would invalidate any of the claims of the Patent. (j) To the best of Assignor’s knowledge, the applicants’ attorneys, agents, and other individuals associated with the filing or prosecution of the Patent disclosed to the appropriate patent office all information known to them to be material to the patentability of the Patent. (k) To the best of Assignor’s knowledge, the inventor named in the Patent is the original, sole, and true inventor of the inventions claimed in the Patent.

Representations and Warranties of Assignor. Assignor represents makes the following representations and warrants warranties to Assignee, each of which shall be deemed made as followsof the Effective Date, and re-made as of each Purchase Tranche Closing: (a) Assignor (i) is the sole legal and equitable owner of the Mortgage Loans Assignor’s right, title and such ownership is free interest in and clear of any lien, security interest or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights to the Mortgage LoansAssigned Debt, other than except for any portion of the Assigned Debt previously sold and assigned to Assignee, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed Assignee pursuant to do so, other than to Assignee.this Agreement; and (b) The registered office and principal place of business Assignor has not sold, transferred, assigned, pledged, hypothecated, or otherwise encumbered the Assigned Debt, or any portion thereof, except for any portion of the Assignor is located in Hamilton, Bermuda.Assigned Debt previously sold and assigned to Assignee pursuant to this Agreement; and (c) The Assignor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate, partnership or other applicable power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder, and the execution, delivery and performance by the Assignor of the transactions contemplated by this Assignment by Assignor are within Assignor's power and authority, Agreement have been duly authorized by all necessary corporate, partnership, or similar action on the part of the Assignor; and (d) Except for the foregoing representations and do not warranties, this Agreement and will not the Assignment is made by Assignor without recourse, representation or warranty of any nature or kind, express or implied, and Assignor specifically disclaims any warranty, guaranty or representation, oral or written, past, present or future with respect to the Assigned Debt, any portion thereof, or any instruments evidencing same, including, without limitation: (i) require the validity, effectiveness or enforceability of the Assigned Debt, any authorization which has not been obtainedportion thereof, or any instruments evidencing same; (ii) contravene the articles of incorporation or by-laws of the Assignorvalidity, any applicable laws or any agreement or restriction binding on or affecting Assignor or its propertyexistence, or (iii) result in or require the creation or imposition priority of any lien or right security interest securing the obligations of others upon Borrower or any other guarantor or obligor evidenced by the Assigned Debt, any portion thereof, or any instruments evidencing same; (iii) the existence of, or basis for, any claim, counterclaim, defense or offset relating to the Assigned Debt, any portion thereof, or any instruments evidencing same; (iv) the financial condition of the Borrower, or any other guarantor or obligor liable under the Assigned Debt, any portion thereof, or any instruments evidencing same, or the ability of any such parties to pay or perform their respective obligations under the Assigned Debt, any portion thereof, or any instruments evidencing same; (v) the compliance of the Assigned Debt, any portion thereof, or any instruments evidencing same with respect to any property now laws, ordinances or in regulations of any governmental agency or other body; (vi) the value or condition of any collateral securing the obligations under the Assigned Debt, any portion thereof, or any instruments evidencing same; and (vii) the future owned by performance of the Borrower or any other guarantor or obligor liable under the Assigned Debt, any portion thereof, or any instruments evidencing same. Assignee acknowledges and represents to Assignor (other than liens created in favor that Assignee has been given the opportunity to undertake its own investigations of the Borrower, the Assigned Debt, any portion thereof, or any instruments evidencing same, and having undertaken and performed all such investigations as Assignee hereunder). No authorization which has deemed necessary or desirable, Assignee represents, warrants and agrees that it is relying solely on its own investigation of the Borrower, the Assigned Debt, any portion thereof, or any instruments evidencing same, and not been obtained is required for the assignment hereunder any information whatsoever provided or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivered, will constitute the legal, valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms, except as enforcement may to be limited by bankruptcy, insolvency or other similar laws affecting the rights of creditors generally. (d) The originals (including duplicate originals, if any) of all the Mortgage Loan Documents, have been simultaneously herewith delivered to the Bank as custodian for Assignee (except for any loan documents which have been or will be submitted to public officials for filing or recording and policies of title or other insurance which have not yet been received provided by Assignor, which or any representation or warranty of Assignor. This Agreement, and each Assignment of the Assigned Debt, or portion thereof, as provided for herein is made on an “AS IS,” “WHERE IS” basis, with all faults, and Assignee, by acceptance of this Agreement and each Assignment, shall be deemed to have agreed and acknowledged that Assignor has fully performed, discharged and complied with all of Assignor’s obligations, representations, warranties, covenants and agreements hereunder, that Assignor is discharged therefrom, and that Assignor shall have no further liability with respect thereto, except only for those express warranties contained in either case will be delivered directly to the Bank or forthwith turned over to the Bank as this Agreement, and when received Assignee, by the Assignor)such acceptance, expressly acknowledges that ASSIGNOR MAKES NO WARRANTY OR REPRESENTATIONS, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, RELATING TO THE ASSIGNED DEBT, ANY PORTION THEREOF, OR ANY INSTRUMENTS EVIDENCING SAME, EXCEPT AS SPECIFICALLY SET FORTH HEREIN.

Representations and Warranties of Assignor. Assignor hereby represents and warrants to Assignee as follows: (a) Assignor (i) is a corporation duly organized, validly existing and in good standing under the sole owner laws of the Mortgage Loans and such ownership is free and clear State of any lien, security interest or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights to the Mortgage Loans, other than to Assignee, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to AssigneeNevada. (b) The registered office Assignor has all requisite power and principal place authority to execute and deliver this Agreement, to carry out its obligations hereunder, and to consummate the Assignment contemplated hereby. Assignor has obtained all necessary corporate approvals for the execution and delivery of business this Agreement, the performance of its obligations hereunder, and the consummation of the Assignor is located in Hamilton, Bermuda. (c) The execution, delivery transactions contemplated hereby. This Agreement has been duly executed and performance of this Assignment delivered by Assignor are within and (assuming due authorization, execution and delivery by Assignee) constitutes Assignor's power and authority, have been duly authorized by all necessary action and do not and will not (i) require any authorization which has not been obtained, (ii) contravene the articles of incorporation or by-laws of the Assignor, any applicable laws or any agreement or restriction binding on or affecting Assignor or its property, or (iii) result in or require the creation or imposition of any lien or right of others upon or with respect to any property now or in the future owned by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivered, will constitute the ’s legal, valid and binding obligation of Assignor obligation, enforceable against Assignor in accordance with its terms. (c) Assignor is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Assignor acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as enforcement may be limited by bankruptcyamended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, insolvency or other similar laws affecting the rights of creditors generallyas applicable. (d) The originals No governmental, administrative or other third party consents or approvals are required by or with respect to Assignor in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (including duplicate originalse) There are no actions, if any) of all the Mortgage Loan Documentssuits, have been simultaneously herewith delivered claims, investigations or other legal proceedings pending or, to the Bank as custodian for Assignee (except for any loan documents which have been or will be submitted to public officials for filing or recording and policies knowledge of title or other insurance which have not yet been received by Assignor, which in either case will be delivered directly threatened against or by Assignor that challenge or seek to prevent, enjoin or otherwise delay the Bank or forthwith turned over to the Bank as and when received transactions contemplated by the Assignor)this Agreement.

Representations and Warranties of Assignor. Assignor represents and warrants that as followsof the date of execution of this Agreement: (a) Assignor (i) it is the sole owner and holder of the Mortgage Loans and such ownership is free and clear of any lien, security interest or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights to the Mortgage Loans, other than to Assignee, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to AssigneeAssigned Interest. (b) The registered office it has complied, with respect to the Assigned Interest, with all its obligations under the Exploration Permits and/or Exploitation Concessions on the Areas, and principal place with the provisions of business of the Assignor is located in HamiltonLaw No. 17319, Bermudaits regulatory decree and other applicable regulations. (c) The execution, delivery It is a corporation duly formed and performance of this Assignment by Assignor are within Assignor's power and authority, have been duly authorized by all necessary action and do not and will not (i) require any authorization which has not been obtained, (ii) contravene organized under the articles of incorporation or by-laws of the Assignor, any applicable laws or any agreement or restriction binding Korea and is properly registered and authorized to carry on or affecting Assignor or its property, or (iii) result business in or require the creation or imposition of any lien or right of others upon or with respect to any property now or Argentina in the future owned manner conducted by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivered, will constitute the legal, valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the rights of creditors generallyit. (d) It has all requisite capacity, power and authority to execute this Agreement and to perform the obligations to which it hereby becomes subject. The originals liability of the Assignor is not restricted to its assets in Argentina and Assignor represents, warrants and confirms that the recourse of Assignee against Assignor is not limited to any branch or subdivision of Dong Won Corporation. (including duplicate originalse) There are no unsatisfied judgments, if anyclaims, proceedings, actions, governmental investigations or lawsuits in existence, contemplated or threatened against or with respect to the Area or the interest of the Assignor therein or the Assigned Interest, nor is there any circumstance of which it is aware that will give rise to such a claim, proceeding, action, governmental investigation or lawsuit (f) Assignor has no employees or other personnel for which Assignee shall have any liability or responsibility whatsoever. (g) It, the operator and the other parties to the Exploration and Exploitation Concession and UTE are in compliance with such concession and UTE and is not in default of any term thereof or any law, regulation or agreement that would adversely impact the Area or the Assigned Interest. (h) All royalties and all property, production, severance, ad valorem and similar taxes and assessments respecting the Mortgage Loan Documents, Area and the Assigned Interest have been simultaneously herewith delivered properly and fully paid and discharged in the manner and at the time prescribed by the regulations applicable thereto. (i) Except as expressly provided in this Agreement, the Assigned Interest is not subject to any liens, mortgages, pledges, claims, options, preferential rights of purchase (other than those contemplated under section 12 of the UTE Agreement), encumbrances, overriding royalties, net profits interests or other burdens. (j) The Assigned Interest is not subject either to reduction, by reference to payout of a well or otherwise, or to change to an interest of any other size or nature whatsoever by virtue of any right or interest. (k) The petroleum products sold in respect of the Assigned Interest are not subject to any prepaid obligations or gas balancing agreement, in respect of which the Assignee would be required to deliver petroleum products produced from the Areas without receiving full payment therefor. (l) It has not incurred in any obligation or liability, contingent or otherwise, nor made any agreement with respect to any broker’s or finder’s fees arising out of or in any way related to the Bank as custodian transaction contemplated by this Agreement. (m) Except for Assignee the Royalty Interest disclosed in the last paragraph of Section 1 hereof, Assignor is the only legal and beneficial owner and holder of the Assigned Interest. (except for any loan documents which have been or will be submitted to public officials for filing or recording n) Between the Effective Date and policies the date of title execution of this Agreement, there has not been: (i) a sale, lease or other insurance which have disposition of the Assigned Interest or any part thereof; or (ii) a mortgage, pledge or grant of a lien or security interest in any of the Assigned Interest, or any part thereof (o) The preferential right to acquire the Assigned Interest has either not yet been received exercised by Assignor’s partners in the Area, which in either case will be delivered directly to the Bank or forthwith turned over to the Bank as and when received waived by the Assignor)them.

Representations and Warranties of Assignor. Assignor represents and warrants as follows: (a) Assignor hereby represents and warrants to Assignee that: (iA) Assignor is a duly organized and validly existing corporation under the sole owner laws of the Mortgage Loans State of Delaware, continues to hold a valid certificate to do business as such and has full power and authority to conduct its business as such, (B) Assignor is in all material respects in compliance with all laws, rules, regulations, directives and published interpretations issued or administered by, all conditions imposed in writing by and all agreements entered into with, any bank regulatory agency, authority or body having jurisdiction over Assignor or any of its respective assets, operations or businesses, and (C) Assignor is duly authorized as a foreign corporation, to do business and is in good standing in all jurisdictions in which such ownership authorization or qualification is free required and clear in which the failure to be so authorized or to qualify, as the case may be, could, in the aggregate, have any material adverse effect upon the business, condition or properties of any lien, security interest or other encumbrance, Assignor taken as a whole. (ii) Assignor has not granted any participation or other interest or assignmentthe full power and authority to hold the Assigned Rights, other option or rights to sell the Assigned Rights, and to enter into and consummate all transactions contemplated by this Agreement with respect to the Mortgage Loans, other than to Assignee, and (iii) Assigned Rights. Assignor has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to Assignee. (b) The registered office and principal place of business of duly authorized the Assignor is located in Hamilton, Bermuda. (c) The execution, delivery and performance of this Assignment by Assignor are within Assignor's power and authorityAgreement, have been has duly authorized by all necessary action and do not and will not (i) require any authorization which has not been obtained, (ii) contravene the articles of incorporation or by-laws of the Assignor, any applicable laws or any agreement or restriction binding on or affecting Assignor or its property, or (iii) result in or require the creation or imposition of any lien or right of others upon or with respect to any property now or in the future owned by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivereddelivered this Agreement, will constitute the and this Agreement, assuming due authorization, execution and delivery by Assignee, constitutes a legal, valid and binding obligation of Assignor Assignor, enforceable against Assignor it in accordance with its terms. (iii) The consummation of the transactions contemplated by this Agreement is in the ordinary course of Assignor's business and will not result in a breach of any of the terms, conditions or provisions of Assignor's charter or bylaws or any legal restriction or any agreement or instrument to which Assignor is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the violation of any law,rule, regulation, order, judgment or decree to which Assignor or its property is subject. (iv) Assignor is not in material default under any agreement, contract, instrument or indenture to which it is a party or by which it is bound, nor has any event occurred that with notice or lapse of time or both would constitute a material default under any such agreement, contract, instrument or indenture which could have a material adverse effect on this Agreement or the transactions proposed hereunder. (v) There is no action, suit, proceeding or investigation pending or, to Assignor's knowledge, threatened, against Assignor that either individually or in the aggregate, if determined adversely to Assignor, would result in any material liability to Assignor, impair the ability of Assignor to perform its obligations hereunder in accordance with the terms hereof, or have a material adverse effect on the business, operations or financial condition of Assignor. (vi) No consent, approval, authorization or order of any court or governmental authority, participant or other third party is required for the execution and delivery of this Agreement by Assignor or for the performance by Assignor of its obligations hereunder, other than such consent, approval, authorization or order as has been or will be obtained prior to the Closing. (b) With respect to each Loan, Assignor hereby represents and warrants to Assignee that: (i) Assignor is the sole owner and holder of the Notes, the Loan Documents and that there are no outstanding participation interests in the Loans. (ii) The Loans are not currently subject to any prior assignment or pledge which will not be released prior to closing. (iii) Assignor has made available to Assignee for Assignee's review originals or true copies of all Loan Documents, Collateral Reports (as defined in Section 10) and substantive correspondence in Assignor's possession as of May 11, 1998 (the "Review Date"), which directly concern the Assigned Rights (including, without limitation, the Loan Documents). If there have been changes to the terms of the Loans since the Review Date, or if significant correspondence has been received in connection with the Loans since the Review Date, information regarding the same has been provided to Assignee by Assignor. (iv) Each of the Primary Loan Documents is valid and enforceable except as such enforcement may be limited by bankruptcy, insolvency insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law), and each Mortgage, if any, grants to Assignor a security lien interest in the Mortgaged Property described therein with the priority identified on Exhibit A-2, subject only to the security interest of the first lien holder in the case of second lien mortgages and standard printed exceptions to title policies, mineral reservations where surface rights have been waived, and utility easements or such other non-monetary encumbrances described as exceptions in each of the assigned title policies and such exceptions, individually or collectively, will not impair the use of the property for its intended purpose (collectively, the "Permitted Exceptions"). Further, to the extent there is a Mortgage, each Mortgage has created a valid lien on the respective Mortgaged Property which, in the event of a material default thereunder or under the related Note, may be foreclosed upon in accordance with applicable state law (subject to the rights of creditors generallythe first lienholder in the case of second mortgages). Assignor has not taken any action that creates any valid defense in accordance with applicable state law by the obligor thereunder to the holder's realization on the collateral or the indebtedness. (dv) Assignor has not received notice of pending or threatened litigation (including bankruptcies and tax suits) which may materially affect the validity or enforceability of the Loan Documents or the valuation of the Mortgaged Properties. (vi) The originals Notes are legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally and by general equity principles (including duplicate originalsregardless of whether such enforcement is considered in a proceeding in equity or at law) and Assignor has not taken any enforcement action under any security agreements or the other related Loan Documents that creates any valid defense in accordance with applicable state law by the maker thereunder to the holder's realization on such security. (vii) The legal principal balances for each Note as set forth on Exhibit A-2 attached hereto are true and correct as of May 11, if any1998 (the "Cut-Off Date") and the legal principal balances as set forth on the Certificate of all Principal Balances (as described in Section 7(d) hereof) will be true and correct as of the Mortgage last business day before Closing. (viii) Ad valorem and other property taxes for the Mortgaged Properties are current, and there are no material delinquencies. For purposes of this Section 5(b)(viii), the term "material" shall refer to delinquencies in excess of $50,000 or 5% of the principal balance of the related Loan, whichever is less. (ix) All Loan Documents, Documents have been simultaneously herewith delivered made available for review by Assignee, and will continue to be updated and available for review between the Effective Date of this Agreement and the Closing Date. To the best of Assignor's knowledge and belief, there are no material Loan Documents which are not in its possession. (x) Assignor has made available for review by Assignee (and will continue to update such information as it is received and shall provide to Assignee such updated information that is received by Assignor prior to the Bank Closing Date of this Agreement) (collectively, "Environmental Material") all written materials in its possession regarding (i) compliance by each Mortgaged Property and/or the applicable Borrower with all Environmental Requirements (as custodian for Assignee defined in Section 9 below), (except for ii) the presence of any loan documents which Hazardous Materials (as defined in Section 9 below) located on or affecting any of the Mortgaged Properties, and (iii) the failure to remediate, or failure to have taken such steps as may have been required as of the Effective Date by any governmental authority with jurisdiction over the Borrower or will Mortgaged Property. Assignor has no actual knowledge of any breach of any Environmental Requirements or the existence of any Hazardous Materials on or affecting the Mortgaged Properties not described in the Environmental Material. Any breach of this Section 5(b)(x) shall be submitted referred to public officials for filing or recording and policies herein as an "Environmental Defect." (xi) To the actual knowledge of title or other insurance which have not yet been received by Assignor, which as of the date of the Prospectus for 9,000,000 common shares of beneficial interest in either case AMRESCO Capital Trust dated May 6, 1998 (the "Prospectus"), the descriptions of each Loan contained in the Prospectus do not contain any material misstatements of fact or omit to state a material fact known to Assignor concerning such Loans. (xii) Assignor has not foreclosed upon or otherwise realized upon or received any property securing the Notes and will be delivered directly not take any such actions prior to the Bank or forthwith turned over to the Bank as and when received by the Assignor)Closing without Assignee's prior written consent.

Representations and Warranties of Assignor. Assignor hereby represents and warrants as followsthat: (a) Assignor (i) is a duly organized and validly existing limited partnership in good standing under the sole owner laws of the Mortgage Loans State of Delaware, and such ownership is free and clear of any lien, security interest or other encumbrance, (ii) has not granted any participation all requisite power and authority to own or other interest or assignment, other option or rights lease its properties and conduct its business as presently conducted and to the Mortgage Loans, other than to Assigneeexecute and deliver, and (iii) has not pledgedto perform its obligations under, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to Assigneethis Agreement. (b) The registered office Assignor has taken all action necessary to authorize the execution and principal place delivery of business of this Agreement and to perform its obligations under, and to consummate the Assignor is located in Hamiltontransactions contemplated by, Bermudathis Agreement. (c) The execution, delivery and performance of this Assignment Agreement and any other agreement and document contemplated by this Agreement to which Assignor are within Assignor's power and authority, have been duly authorized by all necessary action and do not and will is a party does not (i) require violate any authorization which has not been obtainedexisting applicable law, rule or regulation or any provision of the agreement of limited partnership of Assignor, (ii) contravene the articles of incorporation conflict with, result in a breach of, or by-laws of the Assignorconstitute a default under, any applicable laws terms or provisions of any indenture, mortgage or other agreement or instrument to which Assignor is a party or by which it is bound, or any agreement license, judgment, order or restriction binding on decree of any government, governmental body or affecting court having jurisdiction over Assignor or any of its propertyactivities or properties, or (iii) result in in, or require the creation or imposition of of, any lien or right of others Lien upon or with respect to any property properties now or in the future hereafter owned by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement Project, except as may be contemplated by Assignee this Agreement or any of its remedies under this Assignment. the Assigned Documents. (d) This Assignment, when Agreement has been duly executed and delivered, will constitute the delivered by Assignor and constitutes a legal, valid and binding obligation of Assignor Assignor, enforceable against Assignor in accordance with its terms, except as enforcement such enforceability may be limited by applicable bankruptcy, insolvency or other and similar laws affecting the creditors’ rights generally or by general principles of creditors generallyequity (regardless of whether enforcement is sought in a proceeding in equity or at law). (de) The originals (including duplicate originalsAssignor has not received written notice within the one-year period immediately preceding the date of this Agreement of any action, if any) of all suit, proceeding or investigation at law or in equity by or before any court, governmental body, agency, commission or other tribunal now pending against or affecting or relating to the Mortgage Loan Project or Assignor’s interest therein or its interest in the Assigned Documents, have been simultaneously herewith delivered or which questions or would question the validity of this Agreement, any other agreement or document contemplated by this Agreement or any of the Assigned Documents, or Assignor’s right to enter into the same, and to the Bank as custodian for Assignee knowledge of Assignor after due inquiry no such action, suit or similar proceeding or investigation has been threatened against the Project or Assignor’s interest therein or its interest in the Assigned Documents. (except for f) Assignor has not received written notice from any loan documents which have been or will be submitted to public officials for filing or recording and policies of title Governmental Authority or other insurance Person within the one-year period immediately preceding the date of this Agreement which have not yet been received by Assignor, which alleges that Assignor and/or the Project is in either case will be delivered directly to the Bank or forthwith turned over to the Bank as and when received by the Assignor)violation of any Legal Requirements.

Representations and Warranties of Assignor. Assignor represents and warrants as follows: (a) Assignor (i) is the sole owner of the Mortgage Loans and such ownership is free and clear of any lien, security interest or other encumbrance, (ii) has xxxx not granted any participation or other interest or assignment, other option or rights to the Mortgage Loans, other than to Assignee, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to Assignee. (b) The registered office and principal place of business of the Assignor is located in Hamilton, Bermuda. (c) The execution, delivery and performance of this Assignment by Assignor are within Assignor's ’s power and authority, have been duly authorized by all necessary action and do not and will not (i) require any authorization which has not been obtained, (ii) contravene the articles of incorporation or by-laws of the Assignor, any applicable laws or any agreement or restriction binding on or affecting Assignor or its property, or (iii) result in or require the creation or imposition of any lien or right of others upon or with respect to any property now or in the future owned by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivered, will constitute the legal, valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the rights of creditors generally. (d) The originals (including duplicate originals, if any) of all the Mortgage Loan Documents, have been simultaneously herewith delivered to the Bank as custodian for Assignee (except for any loan documents which have been or will be submitted to public officials for filing or recording and policies of title or other insurance which have not yet been received by Assignor, which in either case will be delivered directly to the Bank or forthwith turned over to the Bank as and when received by the Assignor).

Representations and Warranties of Assignor. Assignor represents and warrants as follows: (a) Assignor is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Assignor has all necessary corporate power and authority: (i) is to conduct its businesses in the sole owner of the Mortgage Loans and such ownership is free and clear of any lien, security interest or other encumbrance, manner in which its businesses are currently being conducted; (ii) has not granted any participation or other interest or assignment, other option or rights to own and use its assets in the Mortgage Loans, other than to Assignee, manner in which its assets are currently owned and used; and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to Assigneeperform its obligations under all Contracts by which it is bound. (b) The registered office Assignor (in jurisdictions that recognize the following concepts) is qualified to do business as a foreign corporation, and principal place is in good standing, under the laws of all jurisdictions where the nature of its business of the Assignor is located in Hamiltonrequires such qualification, Bermudaexcept as would not reasonably be expected to be material to Assignor. (c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Assignor and no further action is required on the part of Assignor to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by Assignor and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of Assignor hereto and thereto, enforceable against each in accordance with their respective terms, except as such enforceability might be limited by bankruptcy, insolvency, reorganization, moratorium and similar Legal Requirements relating to or affecting creditors generally and by equitable principles. (d) The execution, delivery and performance of this Assignment by Agreement and the transactions contemplated hereby does not require a consent, notice, waiver, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body. (e) After the consummation of the Spin-Out and the issuance of the Spin-Out Sub Dividend, Assignor are within Assignor's power and authority, have been duly authorized by all necessary action and do not and will not (i) require will not possess, own and have title or any authorization which has not been obtainedbeneficial interest in any assets (other than Excluded Assets), including the Acquired Assets, and (ii) contravene the articles of incorporation or by-laws of the Assignor, any applicable laws or any agreement or restriction binding on or affecting Assignor or its property, or (iii) result in or require the creation or imposition of any lien or right of others upon or with respect to any property now or in the future owned by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has will not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivered, will constitute the legal, valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the rights of creditors generally. (d) The originals (including duplicate originals, if any) of all the Mortgage Loan Documents, have been simultaneously herewith delivered to the Bank as custodian for Assignee (except liable for any loan documents which have been or will be submitted to public officials for filing or recording and policies of title or other insurance which have not yet been received by AssignorLiability, which in either case will be delivered directly to including the Bank or forthwith turned over to the Bank as and when received by the Assignor)Assumed Liabilities.

Representations and Warranties of Assignor. Assignor represents and warrants as followsthat: (a) Assignor (i) it is a corporation duly organized and validly existing in good standing under the sole owner Laws of the Mortgage Loans State of California and such ownership is free has the requisite power, authority and clear of any lien, security interest or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights legal right to enter into and carry out the Mortgage Loans, other than to Assignee, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to Assignee.transactions contemplated hereby; (b) The registered office and principal place of business of the Assignor is located in Hamilton, Bermuda. (c) The execution, delivery and performance of this Assignment by Assignor are within Assignor's power and authority, have Agreement has been duly authorized by all necessary action and do not and will not (i) require any authorization which has not been obtainedauthorized, (ii) contravene the articles of incorporation or by-laws of the Assignor, any applicable laws or any agreement or restriction binding on or affecting Assignor or its property, or (iii) result in or require the creation or imposition of any lien or right of others upon or with respect to any property now or in the future owned by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivered, will constitute delivered by it and constitutes the legal, valid and binding obligation of Assignor Assignor, enforceable against Assignor it in accordance with its terms; (c) no action or proceeding is pending, except as enforcement may be limited has been instituted or, to the knowledge of Assignor, is threatened, before any court or governmental agency, nor has any order, judgment or decree been issued or, to the knowledge of Assignor, is threatened, by bankruptcy, insolvency any court or other similar laws affecting governmental agency which would materially adversely affect the rights ability of creditors generally.Assignor to complete and consummate its obligations contemplated hereby; (d) The originals the Trust Estate is free of Lessor Liens attributable to it; (including duplicate originalse) it has fully performed all of its obligations under the Participation Agreement and under each other Operative Agreement to which it is a party or by which it is bound, if anywhich obligations by their terms are required to be satisfied or performed prior to the effectiveness of this Agreement or prior to the consummation of the transactions contemplated hereby; (f) neither the execution, delivery and performance by it of this Agreement, nor compliance by it with any of the provisions thereof requires or will require any approval of its stockholders, or approval or consent of any trustees or holders of any indebtedness or obligations of it or contravenes or will contravene any Law or any order of any court or governmental authority or agency applicable to or binding on it or contravenes or will contravene the provisions of, or constitute a default under, its Certificate of Incorporation or By-laws or any indenture, mortgage, contract or any agreement or instrument to which it is a party or by which it or any of its property may be bound or affected; (g) no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body (other than as required by the Act, or the regulations promulgated thereunder) is required for the due execution, delivery or performance by it of this Agreement; (h) the transfer to Assignee of all of the Mortgage Loan DocumentsAssignor's right, have been simultaneously herewith delivered title and interest as Owner Participant will not violate any provision of the Act, the Securities Act (and no registration pursuant to such Securities Act or the rules and regulations thereunder shall be required in connection with such transfer), or any other applicable law. Notwithstanding the foregoing, no representation is being made in this Section 7 with respect to the Bank as custodian for Assignee absence of violations of ERISA; (except for any loan documents which have been i) no Person action on behalf of Assignor is or will be submitted entitled to public officials for filing any broker's fee, commission or recording finder's fee in connection with the transactions contemplated by this Agreement; and (j) other than the documents assigned by Assignor to Assignee pursuant to Section 2 and policies of title the Retained Assets, there are no other contracts, agreements, documents or other insurance which have not yet been received by Assignor, which in either case will be delivered directly instruments related to the Bank or forthwith turned over to the Bank as and when received Trust Estate by the Assignor)which Assignor is bound.

Representations and Warranties of Assignor. Assignor represents and warrants as followsto Assignee and its successors and assigns that: (ai) Assignor (i) is a corporation duly organized, validly existing and in good standing under the sole owner laws of the Mortgage Loans and such ownership is free and clear State of any lien, security interest or other encumbrance, Delaware; (ii) Assignor has not granted any participation or other interest or assignment, other option or rights full power and authority to the Mortgage Loans, other than to Assigneeexecute and deliver this Master Assignment, and (iii) this Master Assignment has not pledgedbeen duly authorized, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to Assignee. (b) The registered office executed and principal place of business of the Assignor is located in Hamilton, Bermuda. (c) The execution, delivery and performance of this Assignment delivered by Assignor are within Assignor's power and authorityis valid, have been duly authorized by all necessary action binding and do not and will not (i) require any authorization which has not been obtained, (ii) contravene the articles of incorporation or by-laws of the Assignor, any applicable laws or any agreement or restriction binding on or affecting Assignor or its property, or (iii) result in or require the creation or imposition of any lien or right of others upon or with respect to any property now or in the future owned by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivered, will constitute the legal, valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms; (iii) Neither the execution nor the delivery of this Master Assignment by Assignor will (a) conflict with Assignor's Declaration of Trust, (b) violate, conflict with, or result in any breach of any terms or provisions of, or constitute a default under, any material contract, agreement or instrument to which Assignor or its affiliates is a party or by which Assignor or its affiliates or any of their properties are bound or (c) violate, conflict with or breach any provision of any applicable law, rule or regulation; (iv) Assignor (a) is the sole legal and beneficial owner of the assets conveyed hereby and (b) has good title thereto, free and clear of any and all liens, encumbrances, participation interests, charges, claims or equity interests of any nature, except as enforcement may be limited by bankruptcydisclosed in writing to Assignee contemporaneously herewith. GOVERNING LAW THIS MASTER ASSIGNMENT SHALL BE DEEMED TO BE A CONTRACT UNDER THE INTERNAL LAWS OF THE STATE OF TEXAS, insolvency or other similar laws affecting WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS, AND FOR ALL PURPOSES SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF SAID STATE, EXCEPT AS MAY OTHERWISE BE REQUIRED BY MANDATORY PROVISIONS OF LAW. EXECUTED as of February 28, 1995. ASSIGNOR: ST LENDING, INC., a Delaware corporation By: /s/ CANEY B. WXXXXXXX -------------------------------- Name: Caney B. Wxxxxxxx ------------------------------ Title: President ----------------------------- SCHEDULE I PARTICIPATED MORTGAGE LOANS None SCHEDULE II PARTICIPATED OWNED PROPERTY INTERESTS ASSET NO. CURRENT ASSET NAME --------- ------------------ 3383 Swln, Inc. 3674 Swln, Inc. 4184 Ventura Properties, Inc. 4439 Xxxxxxx Xxxxx Xxxxx-Xxxxxxx XX WHEN RECORDED, MAIL TO: Audrxx Xxxxxxx Xxxax Xxxancial Group Office of the rights of creditors generally. (d) The originals (including duplicate originalsGeneral Counsel Post Xxxxxx Xxx 000000 Xxxxxx, if any) of all the Mortgage Loan Documents, have been simultaneously herewith delivered to the Bank as custodian for Assignee (except for any loan documents which have been or will be submitted to public officials for filing or recording and policies of title or other insurance which have not yet been received by Assignor, which in either case will be delivered directly to the Bank or forthwith turned over to the Bank as and when received by the Assignor).Xxxxx 00000-0000 XXCUMENT PREPARED BY:

Representations and Warranties of Assignor. Assignor represents makes the following representations and warrants warranties to Assignee, each of which shall be deemed made as followsof the Effective Date, and re-made as of each Purchase Tranche Closing: (a) Assignor (i) is the sole legal and equitable owner of the Mortgage Loans Assignor’s right, title and such ownership is free interest in and clear of any lien, security interest or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights to the Mortgage LoansAssigned Debt (or applicable portion thereof being sold and assigned at each Purchase Tranche Closing), other than except for any portion of the Assigned Debt previously sold and assigned to Assignee, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed Assignee pursuant to do so, other than to Assignee.this Agreement; and (b) The registered office Assignor has not sold, transferred, assigned, pledged, hypothecated, or otherwise encumbered the Assigned Debt (or applicable portion thereof being sold and principal place of business assigned at each Purchase Tranche Closing), except for any portion of the Assignor is located in Hamilton, Bermuda.Assigned Debt previously sold and assigned to Assignee pursuant to this Agreement; and (c) The Assignor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate, partnership or other applicable power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder, and the execution, delivery and performance by the Assignor of the transactions contemplated by this Assignment by Assignor are within Assignor's power and authority, Agreement have been duly authorized by all necessary corporate, partnership, or similar action on the part of the Assignor; and (d) Except for the foregoing representations and do not warranties, this Agreement and will not the Assignment is made by Assignor without recourse, representation or warranty of any nature or kind, express or implied, and Assignor specifically disclaims any warranty, guaranty or representation, oral or written, past, present or future with respect to the Assigned Debt, any portion thereof, or any instruments evidencing same, including, without limitation: (i) require the validity, effectiveness or enforceability of the Assigned Debt, any authorization which has not been obtainedportion thereof, or any instruments evidencing same; (ii) contravene the articles of incorporation or by-laws of the Assignorvalidity, any applicable laws or any agreement or restriction binding on or affecting Assignor or its propertyexistence, or (iii) result in or require the creation or imposition priority of any lien or right security interest securing the obligations of others upon Borrower or any other Credit Parties evidenced by the Assigned Debt, any portion thereof, or any instruments evidencing same; (iii) the existence of, or basis for, any claim, counterclaim, defense or offset relating to the Assigned Debt, any portion thereof, or any instruments evidencing same; (iv) the financial condition of the Borrower, or any other Credit Parties or guarantor or obligor liable under the Assigned Debt, any portion thereof, or any instruments evidencing same, or the ability of any such parties to pay or perform their respective obligations under the Assigned Debt, any portion thereof, or any instruments evidencing same; (v) the compliance of the Assigned Debt, any portion thereof, or any instruments evidencing same with any laws, ordinances or regulations of any governmental agency or other body; (vi) the value or condition of any collateral securing the obligations under the Assigned Debt, any portion thereof, or any instruments evidencing same; and (vii) the future performance of the Borrower or any other Credit Parties or guarantor or obligor liable under the Assigned Debt, any portion thereof, or any instruments evidencing same. Assignee acknowledges and represents to Assignor that Assignee has been given the opportunity to undertake its own investigations of the Borrower, the Assigned Debt, any portion thereof, or any instruments evidencing same, and having undertaken and performed all such investigations as Assignee deemed necessary or desirable, Assignee represents, warrants and agrees that it is relying solely on its own investigation of the Borrower, the Assigned Debt, any portion thereof, or any instruments evidencing same, and not any information whatsoever provided or to be provided by Assignor, or any representation or warranty of Assignor. This Agreement, and each Assignment of the Assigned Debt, or portion thereof, as provided for herein is made on an “AS IS,” “WHERE IS” basis, with all faults, and Assignee, by acceptance of this Agreement and each Assignment, shall be deemed to have agreed and acknowledged that Assignor has fully performed, discharged and complied with all of Assignor’s obligations, representations, warranties, covenants and agreements hereunder, that Assignor is discharged therefrom, and that Assignor shall have no further liability with respect to any property now or thereto, except only for those express warranties contained in the future owned this Agreement, and Assignee, by such acceptance, expressly acknowledges that ASSIGNOR MAKES NO WARRANTY OR REPRESENTATIONS, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, RELATING TO THE ASSIGNED DEBT, ANY PORTION THEREOF, OR ANY INSTRUMENTS EVIDENCING SAME, EXCEPT AS SPECIFICALLY SET FORTH HEREIN. (e) The Assignor (other than liens created in favor of Assignee hereunder). No authorization which is not now, and has not been obtained during the preceding 90 days, an officer, director, 10% or more shareholder of the Borrower, or in any other way an “affiliate” of Borrower, as that term is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivered, will constitute the legal, valid and binding obligation of Assignor enforceable against Assignor defined in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the rights of creditors generally. (dRule 144(a)(1) The originals (including duplicate originals, if any) of all the Mortgage Loan Documents, have been simultaneously herewith delivered adopted pursuant to the Bank Securities Act of 1933, as custodian for Assignee (except for any loan documents which have been or will be submitted to public officials for filing or recording and policies of title or other insurance which have not yet been received by Assignor, which in either case will be delivered directly to the Bank or forthwith turned over to the Bank as and when received by the Assignor)amended.

Representations and Warranties of Assignor. The Assignor hereby represents and warrants to the Assignee, Seller and Servicer as of the date hereof, unless otherwise stated, as follows: (a) The Assignor is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization with full power and authority (icorporate and other) is the sole owner of the Mortgage Loans to enter into and such ownership is free and clear of any lien, security interest or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights to the Mortgage Loans, other than to Assignee, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to Assigneeperform its obligations under this Assignment. (b) The registered office This Assignment has been duly authorized, executed and principal place of business delivered by the Assignor and (assuming due authorization, execution and delivery thereof by each of the Assignor other parties hereto) constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether such enforcement is located considered in Hamilton, Bermudaa proceeding in equity or at law). (c) The execution, delivery and performance by the Assignor of this Assignment by Assignor are within Assignor's power and authoritythe consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof. (d) The execution and delivery of this Assignment have been duly authorized by all necessary corporate action and do not and will not (i) require any authorization which has not been obtained, (ii) contravene on the articles of incorporation or by-laws part of the Assignor; neither the execution and delivery of this Assignment, nor the consummation of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any applicable laws of the provisions of the governing documents of the Assignor or any agreement law, governmental rule or restriction regulation or any material judgment, decree or order binding on or affecting the Assignor or any of its propertyproperties, or (iii) result in or require any of the creation or imposition provisions of any lien material indenture, mortgage, deed of trust, contract or right other instrument to which Assignor is a party or by which it is bound. (e) There is no action, suit, proceeding or investigation pending or, to the best of others upon the Assignor’s knowledge, threatened, against the Assignor, which, either in any one instance or in the aggregate, if determined adversely to the Assignor would adversely affect its ability to perform its obligations under this Assignment. (f) As of October 30, 2006, except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) No Transferred Mortgage Loan is a “High Cost Loan” or “Covered Loan,” as applicable, as such terms are defined in the then current Standard & Poor’s LEVELSâ Glossary. In addition, no Transferred Mortgage Loan is a “high-cost,” “high-cost home,” “covered,” “high-risk home,” or “predatory” loan under any applicable federal, state or local predatory or abusive lending law (or a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or additional legal liability for residential mortgage loans having high interest rates, points and/or fees), and no Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending Act. (h) As of October 30, 2006, any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, predatory and abusive lending or disclosure laws applicable to the Mortgage Loans have been complied with. All inspections, licenses and certificates required to be made or issued with respect to any property now or in all occupied portions of the future owned by Assignor (other than liens created in favor Mortgaged Properties and, with respect to the use and occupancy of Assignee hereunder). No authorization which has the same, including but not been obtained is required for the assignment hereunder or the enforcement by Assignee limited to certificates of its remedies under this Assignment. This Assignment, when executed occupancy and delivered, will constitute the legal, valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the rights of creditors generally. (d) The originals (including duplicate originals, if any) of all the Mortgage Loan Documentsfire underwriting certificates, have been simultaneously herewith delivered to made or obtained from the Bank as custodian for Assignee (except for any loan documents which have been or will be submitted to public officials for filing or recording and policies of title or other insurance which have not yet been received by Assignor, which in either case will be delivered directly to the Bank or forthwith turned over to the Bank as and when received by the Assignor)appropriate authorities.

Representations and Warranties of Assignor. (a) Assignor represents and warrants as follows: (a) Assignor that (i) is the sole owner of the Mortgage Loans this Agreement has been duly authorized, executed and such ownership is free and clear of any lien, security interest or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights to the Mortgage Loans, other than to Assigneedelivered by Assignor, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to Assignee. (b) The registered office and principal place of business of the Assignor is located in Hamilton, Bermuda. (c) The execution, delivery and performance of this Assignment by Assignor are within Assignor's power and authority, have been duly authorized by all necessary action and do not and will not (i) require any authorization which has not been obtained, (ii) contravene the articles of incorporation or by-laws of the Assignor, any applicable laws or any agreement or restriction binding on or affecting Assignor or its property, or (iii) result in or require the creation or imposition of any lien or right of others upon or with respect to any property now or in the future owned by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivered, will constitute the legal, valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms; (ii) it has title to the Assigned Rights, (iii) it has not previously assigned, sold, sold a participation interest in, hypothecated or otherwise transferred any interest that it had or may have in the Assigned Rights or the Loan Documents , (iv) other than as set forth herein and in that certain Amendment and Partial Assignment of Loans, Liens and Documents by and among Assignor and Valens U.S. SPV I, LLC (“Valens U.S.”), which is being executed simultaneously herewith (the “U.S. Assignment”), no Loan Document has been modified or amended in any manner and (v) it has not funded any amounts to the Company or any of the Subsidiaries under the terms of the Loan Documents. (b) Assignee hereby acknowledges that it is taking the Assigned Percentage of the Loan Documents as is, without recourse to Assignor, without the benefit of any representations or warranties from Assignor, except as enforcement may be limited expressly stated in Section 4(a) above. (c) Assignee represents and warrants that this Agreement has been duly authorized, executed and delivered by bankruptcyit, insolvency or other similar laws affecting and is the rights legal, valid and binding obligation of creditors generallythe Assignee enforceable in accordance with its terms. (d) The originals Assignor hereby represents and warrants as to all of the representations and warranties set forth in Section 5 of the SPA (including duplicate originals, if anyas hereby amended) of all the Mortgage Loan Documents, have been simultaneously herewith delivered to the Bank same extent as custodian for Assignee (except for any loan documents which have been or will be submitted to public officials for filing or recording and policies of title or other insurance which have not yet been received by Assignor, which in either case will be delivered directly to the Bank or forthwith turned over to the Bank as and when received by the Assignor)Assignee.

Representations and Warranties of Assignor. Assignor represents makes the following representations and warrants warranties to Assignee, each of which shall be deemed made as followsof the Effective Date, and re-made as of each Purchase Tranche Closing: (a) Assignor (i) is the sole legal and equitable owner of the Mortgage Loans Assignor's right, title and such ownership is free interest in and clear of any lien, security interest or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights to the Mortgage LoansAssigned Debt, other than except for any portion of the Assigned Debt previously sold and assigned to Assignee, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed Assignee pursuant to do so, other than to Assignee.this Agreement; and (b) The registered office and principal place of business Assignor has not sold, transferred, assigned, pledged, hypothecated, or otherwise encumbered the Assigned Debt, or any portion thereof, except for any portion of the Assignor is located in Hamilton, Bermuda.Assigned Debt previously sold and assigned to Assignee pursuant to this Agreement; and (c) The Assignor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate, partnership or other applicable power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder, and the execution, delivery and performance by the Assignor of the transactions contemplated by this Assignment by Assignor are within Assignor's power and authority, Agreement have been duly authorized by all necessary corporate, partnership, or similar action on the part of the Assignor; and (d) Except for the foregoing representations and do not warranties, this Agreement and will not the Assignment is made by Assignor without recourse, representation or warranty of any nature or kind, express or implied, and Assignor specifically disclaims any warranty, guaranty or representation, oral or written, past, present or future with respect to the Assigned Debt, any portion thereof, or any instruments evidencing same, including, without limitation: (i) require the validity, effectiveness or enforceability of the Assigned Debt, any authorization which has not been obtainedportion thereof, or any instruments evidencing same; (ii) contravene the articles of incorporation or by-laws of the Assignorvalidity, any applicable laws or any agreement or restriction binding on or affecting Assignor or its propertyexistence, or (iii) result in or require the creation or imposition priority of any lien or right security interest securing the obligations of others upon Borrower or any other Credit Parties evidenced by the Assigned Debt, any portion thereof, or any instruments evidencing same; (iii) the existence of, or basis for, any claim, counterclaim, defense or offset relating to the Assigned Debt, any portion thereof, or any instruments evidencing same; (iv) the financial condition of the Borrower, or any other Credit Parties or guarantor or obligor liable under the Assigned Debt, any portion thereof, or any instruments evidencing same, or the ability of any such parties to pay or perform their respective obligations under the Assigned Debt, any portion thereof, or any instruments evidencing same; (v) the compliance of the Assigned Debt, any portion thereof, or any instruments evidencing same with respect to any property now laws, ordinances or in regulations of any governmental agency or other body; (vi) the value or condition of any collateral securing the obligations under the Assigned Debt, any portion thereof, or any instruments evidencing same; and (vii) the future owned by performance of the Borrower or any other Credit Parties or guarantor or obligor liable under the Assigned Debt, any portion thereof, or any instruments evidencing same. Assignee acknowledges and represents to Assignor (other than liens created in favor that Assignee has been given the opportunity to undertake its own investigations of the Borrower, the Assigned Debt, any portion thereof, or any instruments evidencing same, and having undertaken and performed all such investigations as Assignee hereunder). No authorization which has deemed necessary or desirable, Assignee represents, warrants and agrees that it is relying solely on its own investigation of the Borrower, the Assigned Debt, any portion thereof, or any instruments evidencing same, and not been obtained is required for the assignment hereunder any information whatsoever provided or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivered, will constitute the legal, valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms, except as enforcement may to be limited by bankruptcy, insolvency or other similar laws affecting the rights of creditors generally. (d) The originals (including duplicate originals, if any) of all the Mortgage Loan Documents, have been simultaneously herewith delivered to the Bank as custodian for Assignee (except for any loan documents which have been or will be submitted to public officials for filing or recording and policies of title or other insurance which have not yet been received provided by Assignor, which or any representation or warranty of Assignor. This Agreement, and each Assignment of the Assigned Debt, or portion thereof, as provided for herein is made on an "AS IS," "WHERE IS" basis, with all faults, and Assignee, by acceptance of this Agreement and each Assignment, shall be deemed to have agreed and acknowledged that Assignor has fully performed, discharged and complied with all of Assignor's obligations, representations, warranties, covenants and agreements hereunder, that Assignor is discharged therefrom, and that Assignor shall have no further liability with respect thereto, except only for those express warranties contained in either case will be delivered directly to the Bank or forthwith turned over to the Bank as this Agreement, and when received Assignee, by the Assignor)such acceptance, expressly acknowledges that ASSIGNOR MAKES NO WARRANTY OR REPRESENTATIONS, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, RELATING TO THE ASSIGNED DEBT, ANY PORTION THEREOF, OR ANY INSTRUMENTS EVIDENCING SAME, EXCEPT AS SPECIFICALLY SET FORTH HEREIN.

Representations and Warranties of Assignor. Assignor hereby represents and warrants as followsto Assignee that: (a) Assignor (i) is the sole owner and holder of the Mortgage Loans Note and such ownership is the Assigned Indebtedness, the Assigned Liens, and the other Assigned Rights and has good title thereto and full right, power and authority to transfer to Assignee all of the Assigned Indebtedness, the Assigned Liens and the other Assigned Rights, free of encumbrances, liens and clear claims thereto by any person, arising by, through, or under Assignor, but not otherwise. Assignor has not made or consented to any agreement that subordinates any of the Assigned Indebtedness to any lienloans, security interest notes or other encumbrance, (ii) has not granted indebtedness owed by Borrower to any participation or other interest or assignment, other option or rights to the Mortgage Loans, other than to Assignee, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to Assigneeperson. (b) The registered office and principal place of business As of the Assignor date hereof, the aggregate unpaid principal balance which is located in Hamilton, Bermudadue and owing on the Note is equal to $29,211,338. (c) The executionBase Agreement for Natural Gas Purchases dated September 9, delivery 1999 between MOC and performance of this Assignment by Assignor are within Aquila Energy Marketing Corporation (AEMC) is being terminated contemporaneous with Assignor's power and authority, have been duly authorized by all necessary action and do not and will not (i) require any authorization which has not been obtained, (ii) contravene the articles of incorporation or by-laws receipt of the Assignorcash consideration prescribed in Section 1.1(a) hereof, whereupon neither Borrower nor AEMC will have any applicable laws continuing rights or any agreement or restriction binding on or affecting Assignor or its property, or (iii) result in or require the creation or imposition of any lien or right of others upon or with respect to any property now or in the future owned by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivered, will constitute the legal, valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the rights of creditors generallyobligations thereunder. (d) The originals ISDA Master Swap Agreement dated September 9, 1999 between MRC and Aquila Merchant Services, Inc., as successor in interest to Aquila Risk Management Corporation (including duplicate originalsAMS), if anyand the Transactions entered into thereunder are being terminated contemporaneous with the later of (i) Assignor's receipt of all the Mortgage Loan Documentscash consideration prescribed in Section 1.1(a) hereof and (ii) the execution and delivery of the related Termination of Agreement and Mutual Release between MRC and AMS and AMS's receipt of the cash consideration prescribed therein, whereupon neither MRC nor AMS will have been simultaneously herewith delivered any continuing rights or obligations thereunder. (e) The ISDA Master Swap Agreement dated September 9, 1999 between MOC and AMS, and the Transactions entered into thereunder are being terminated contemporaneous with the later of (i) Assignor's receipt of the cash consideration prescribed in Section 1.1(a) hereof and (ii) the execution and delivery of the related Termination of Agreement and Mutual Release between MOC and AMS and AMS's receipt of the cash consideration prescribed therein, whereupon neither MOC nor AMS will have any continuing rights or obligations thereunder. (f) The Borrower Stock being surrendered to the Bank as custodian for Assignee (except for any loan documents which have been or will be submitted Borrower pursuant to public officials for filing or recording and policies of title or other insurance which have not yet been received Section 1.61.7 below is owned solely by Assignor, which in either case will be delivered directly to the Bank and is free and clear of all liens, claims and encumbrances arising by, through, or forthwith turned over to the Bank as and when received by the under Assignor), but not otherwise.

Representations and Warranties of Assignor. Assignor hereby represents and warrants to Assignee as follows: (a) Assignor (i) is has complete and unrestricted power and authority to (1) execute, deliver and perform this Assignment Agreement and (2) sell, assign, and transfer its right, title and interest in the sole owner of the Mortgage Loans and such ownership is free and clear of any lien, security interest or other encumbranceAgreement as contemplated by this Assignment Agreement, (ii) has not granted any participation taken all corporate action necessary or required to execute, deliver and perform this Assignment Agreement and to make this Assignment Agreement (and further hereby represents and warrants that the Assignment Agreement is) enforceable upon Assignor in accordance with its terms, subject to bankruptcy, insolvency or other interest laws relating to or assignment, other option or affecting creditors’ rights to the Mortgage Loans, other than to Assigneegenerally and equitable principles, and (iii) has further represents and warrants that such sale, assignment and transfer of the Agreement by Assignor does not pledgedand will not require any filing with or notice to, collaterally assigned or otherwise hypothecated the consent or approval of, any interest therein third person or agreed to do so, other than to Assignee.governmental entity; (b) The registered office Neither the execution and principal place of business of the Assignor is located in Hamilton, Bermuda. (c) The execution, delivery and performance of this Assignment by Agreement nor performance of or compliance with the terms hereof on the part of Assignor are within Assignor's power and authority, have been duly authorized by all necessary action and do not and will not (i) require any authorization which has not been obtained, (ii) contravene violate the articles of incorporation or by-laws bylaws of Assignor, as amended, will breach any governmental law or regulation, will conflict with or result in the breach of any of the Assignorterms, any applicable laws conditions or provisions of any agreement (including, without limitation, the Agreement) or restriction binding on instrument to which Assignor is or affecting Assignor may be a party or its property, by which it is or (iii) may be bound or constitute a default thereunder or will result in or require the creation or imposition of any lien lien, claim, charge, encumbrance or right of others upon or with respect to any property now or in the future owned by Assignor constructive trust; (other than liens created in favor of Assignee hereunder). No authorization which c) The Agreement has not been obtained amended or modified; the Agreement is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed in full force and delivered, will constitute effect and constitutes the legal, valid and binding obligation of Assignor all of the parties thereto and is enforceable against Assignor in accordance with its terms, except as enforcement may be limited by subject to bankruptcy, insolvency or other similar laws relating to or affecting the creditors’ rights of creditors generally.generally and equitable principles; and (d) The originals Assignor has not previously assigned (including duplicate originalsin whole or in part), if any) of all transferred any interest in, or otherwise encumbered in any way, the Mortgage Loan Documents, have been simultaneously herewith delivered to the Bank as custodian for Assignee (except for any loan documents which have been or will be submitted to public officials for filing or recording and policies of title or other insurance which have not yet been received by Assignor, which in either case will be delivered directly to the Bank or forthwith turned over to the Bank as and when received by the Assignor)Agreement.

Representations and Warranties of Assignor. Assignor represents represents, warrants, and warrants covenants to Assignee as follows: (a) With respect to the Lease, Assignor (i) is the sole lessee under the Lease, and accordingly, is the sole owner and holder of the Mortgage Loans lessee's interest thereunder and such ownership is free of the leasehold estate; lessee's interest in the Lease and clear leasehold estate are not encumbered, pledged, assigned, transferred or hypothecated in any manner whatsoever, nor subject to the interest of any lien, security interest third person or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights to the Mortgage Loans, anyone else other than to Assignee, the sublessees under the Royal Grip Sublease and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to Assigneethe Gabel Sublease. (b) The registered office Lease is in full force and principal place of business effecx xx of the date hereof; there are no actions, suits, proceedings or claims pending or threatened with respect to or in any manner affecting the Lease or the Premises, nor does Assignor know of any facts or circumstances which could reasonably form the basis for any such actions, suits, claims or proceedings; all rent payments due under the Lease have been paid in full as of the date hereof, and Assignor has fulfilled all other obligations and made all other payments due thereunder; Assignor is located not in Hamiltondefault under any provision of the Lease, Bermudaand no other default presently exists under the terms of the Lease; no event has occurred which, with the passage of time or action, would result in a default under the Lease. (c) The executionAssignor shall indemnify, delivery defend and performance of this Assignment by Assignor hold Assignee harmless for, from and against any and all actions, suits, proceedings and claims, and all costs and expenses incurred in connection therewith (including without limitation reasonable attorney's fees), arising from or relating to the Lease, and which occurred or are within Assignor's power and authority, alleged to have been duly authorized by all necessary action and do not and will not (i) require any authorization which has not been obtained, (ii) contravene occurred prior to the articles of incorporation or by-laws of the Assignor, any applicable laws or any agreement or restriction binding on or affecting Assignor or its property, or (iii) result in or require the creation or imposition of any lien or right of others upon or with respect to any property now or in the future owned by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivered, will constitute the legal, valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the rights of creditors generallyEffective Date. (d) The originals (including duplicate originals, if any) Assignor shall perform all obligations and make all payments due under the Lease from now until the Effective Date. Lessor agrees to notify Assignee of all the Mortgage Loan Documents, have been simultaneously herewith delivered any default by Assignor prior to the Bank as custodian for Assignee (except for any loan documents which have been or will be submitted to public officials for filing or recording and policies of title or other insurance which have not yet been received by Assignor, which in either case will be delivered directly to the Bank or forthwith turned over to the Bank as and when received by the Assignor)Effective Date.

Representations and Warranties of Assignor. Assignor represents hereby represents, warrants and warrants guarantees to the Assignee and the Company as follows: (a) Assignor (i) is duly organized, validly existing and in good standing under the sole owner laws of Idaho and has and has the Mortgage Loans and such ownership is free and clear of any lien, security interest or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights corporate power to conduct the Mortgage Loans, other than to Assignee, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to Assigneebusiness then being conducted by it. (b) The registered office Assignor has the full right and principal place of business of authority to assign and transfer the Assignor is located in Hamilton, BermudaOption Agreement to Assignee and such assignment and transfer shall not be a default under the Option Agreement. (c) The executionperson executing this Agreement on behalf of the Assignor has all right, delivery and performance of this Assignment by Assignor are within Assignor's power and authority, have been duly authorized by all necessary action authority to execute and do not and will not (i) require any authorization which has not been obtained, (ii) contravene the articles of incorporation or by-laws deliver this Agreement on behalf of the Assignor, any applicable laws or any agreement or restriction binding on or affecting Assignor or its property, or (iii) result in or require the creation or imposition of any lien or right of others upon or with respect to any property now or in the future owned by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when Agreement has been duly executed and delivered, will constitute delivered by the Assignor and constitutes the legal, valid and binding obligation obligations of Assignor enforceable against Assignor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the rights of creditors generallyAssignor. (d) The originals the copy of the Option Agreement attached hereto as Exhibit “1” is a true and complete copy of same. (including duplicate originalse) the actual cost of the Option Agreement paid by the Assignor to the Claim Owner was Forty Thousand Dollars ($40,000). (f) Assignor is acquiring the Common Stock for the Assignor’s own account with no intention of assigning any participation or interest therein, if anyand not with a view toward the distribution thereof except in compliance with the Securities Act of 1933 (the “Act”) and/or applicable state securities laws and/or the securities laws of all any foreign jurisdiction (collectively, the Mortgage Loan Documents, “Securities Laws”). (g) Assignor understands that the neither the Common Stock nor the offer and sale thereof have been simultaneously herewith delivered registered under the Act or under the Securities Laws, that the transfer of the Common Stock is restricted and that the Common Stock must be held indefinitely unless the Common Stock are subsequently registered under the Act or any applicable Securities Laws or an exemption from registration is available to Assignor. Assignor understands that Company is the only party that may register the Common Stock under the Act or under the Securities Laws and that Company is under no obligation to do so. (h) Assignor understands that a restrictive legend (the “Legend”) will be placed on the Common Stock stating that the Common Stock have not been registered under the Act or other applicable Securities Laws and setting forth or referring to the Bank as custodian for Assignee (except for any loan documents which have been or will be submitted to public officials for filing or recording restrictions on transferability and policies of title or other insurance which have not yet been received by Assignor, which in either case will be delivered directly to the Bank or forthwith turned over to the Bank as and when received by the Assignor)sale thereof.

Representations and Warranties of Assignor. Assignor represents makes the following representations and warrants warranties to Assignee, each of which shall be deemed made as followsof the Effective Date, and re-made as of each Purchase Tranche Closing: (a) Assignor (i) is the sole legal and equitable owner of the Mortgage Loans Assignor’s right, title and such ownership is free interest in and clear of any lien, security interest or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights to the Mortgage LoansAssigned Debt, other than except for any portion of the Assigned Debt previously sold and assigned to Assignee, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed Assignee pursuant to do so, other than to Assignee.this Agreement; and (b) The registered office and principal place of business Assignor has not sold, transferred, assigned, pledged, hypothecated, or otherwise encumbered the Assigned Debt, or any portion thereof, except for any portion of the Assignor is located in Hamilton, Bermuda.Assigned Debt previously sold and assigned to Assignee pursuant to this Agreement; and (c) The Assignor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate, partnership or other applicable power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder, and the execution, delivery and performance by the Assignor of the transactions contemplated by this Assignment by Assignor are within Assignor's power and authority, Agreement have been duly authorized by all necessary corporate, partnership, or similar action and do not and will not (i) require any authorization which has not been obtained, (ii) contravene on the articles of incorporation or by-laws part of the Assignor, any applicable laws or any agreement or restriction binding on or affecting Assignor or its property, or (iii) result in or require the creation or imposition of any lien or right of others upon or with respect to any property now or in the future owned by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivered, will constitute the legal, valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the rights of creditors generally. (d) The originals (including duplicate originalsExcept for the foregoing representations and warranties, if any) this Agreement and each Assignment is made by Assignor without recourse, representation or warranty of all the Mortgage Loan Documentsany nature or kind, have been simultaneously herewith delivered express or implied, and Assignor specifically disclaims any warranty, guaranty or representation, oral or written, past, present or future with respect to the Bank as custodian for Assignee Assigned Debt, any portion thereof, or any instruments evidencing same, including, without limitation: (except for i) the validity, effectiveness or enforceability of the Assigned Debt, any loan documents which have been portion thereof, or will be submitted any instruments evidencing same; (ii) the validity, existence, or priority of any lien or security interest securing the obligations of Borrowers or any other Credit Parties evidenced by the Assigned Debt, any portion thereof, or any instruments evidencing same; (iii) the existence of, or basis for, any claim, counterclaim, defense or offset relating to public officials for filing the Assigned Debt, any portion thereof, or recording and policies any instruments evidencing same; (iv) the financial condition of title the Borrowers, or any other Credit Parties or guarantor or obligor liable under the Assigned Debt, any portion thereof, or any instruments evidencing same, or the ability of any such parties to pay or perform their respective obligations under the Assigned Debt, any portion thereof, or any instruments evidencing same; (v) the compliance of the Assigned Debt, any portion thereof, or any instruments evidencing same with any laws, ordinances or regulations of any governmental agency or other insurance which have body; (vi) the value or condition of any collateral securing the obligations under the Assigned Debt, any portion thereof, or any instruments evidencing same; and (vii) the future performance of the Borrowers or any other Credit Parties or guarantor or obligor liable under the Assigned Debt, any portion thereof, or any instruments evidencing same. Assignee acknowledges and represents to Assignor that Assignee has been given the opportunity to undertake its own investigations of the Borrowers, the Assigned Debt, any portion thereof, or any instruments evidencing same, and having undertaken and performed all such investigations as Assignee deemed necessary or desirable, Assignee represents, warrants and agrees that it is relying solely on its own investigation of the Borrowers, the Assigned Debt, any portion thereof, or any instruments evidencing same, and not yet been received any information whatsoever provided or to be provided by Assignor, which or any representation or warranty of Assignor. This Agreement, and each Assignment of the Assigned Debt, or portion thereof, as provided for herein is made on an “AS IS,” “WHERE IS” basis, with all faults, and Assignee, by acceptance of this Agreement and each Assignment, shall be deemed to have agreed and acknowledged that Assignor has fully performed, discharged and complied with all of Assignor’s obligations, representations, warranties, covenants and agreements hereunder, that Assignor is discharged therefrom, and that Assignor shall have no further liability with respect thereto, except only for those express warranties contained in either case will be delivered directly to the Bank or forthwith turned over to the Bank as this Agreement, and when received Assignee, by the Assignor)such acceptance, expressly acknowledges that ASSIGNOR MAKES NO WARRANTY OR REPRESENTATIONS, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, RELATING TO THE ASSIGNED DEBT, ANY PORTION THEREOF, OR ANY INSTRUMENTS EVIDENCING SAME, EXCEPT AS SPECIFICALLY SET FORTH HEREIN.

Representations and Warranties of Assignor. Assignor represents and warrants to Assignee as follows: (a) Assignor (i) is the sole owner of the Mortgage Loans Note and such ownership is free of the beneficiary’s interest under the Deed of Trust for each Loan, and clear of any lien, security interest or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights to the Mortgage Loans, other than to Assignee, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein made or agreed to do so, other than to Assigneemake any prior assignments or transfers of such Note or Deed of Trust or any interest therein. (b) The registered office Assignor has delivered to Assignee true and principal place of business complete copies of the Note, the Deed of Trust and the Loan Documents for each Loan, except as noted on Exhibit A. Assignor is located has not executed or agreed to, orally or in Hamiltonwriting, Bermudaand has no knowledge of, any modifications, subordinations, extensions, amendments or reconveyances of the Note or the Loan Documents for each such Loan, except as described in Exhibit A attached to this Agreement. Exhibit A also lists all notices of default and sale and any other notices, documents or instruments relating to or evidencing any pending enforcement action by Assignor against the borrower under the Loans. (c) The executionAs of the Cut-Off Date, the principal amount currently payable under the Note for each Loan, and the accrued unpaid interest payable under the Note through the Cut-Off Date is the amount shown for such Loan on Exhibit A-1 attached hereto. (d) Assignor is a corporation duly organized and validly existing under the laws of the State of California, and the execution and delivery and performance of this Assignment Agreement and the other instruments and documents contemplated hereby and the consummation by Assignor are within Assignor's power and authority, of the transactions described herein have been duly authorized by all necessary required action and do not and will not on the part of Assignor. No consent or approval by any other person or entity is required in connection with the performance by Assignor of its obligations under this Agreement. (ie) require any authorization which has not been obtainedTo the actual knowledge of Xxxxx Xxxxxx of Assignor, (ii) contravene the articles of incorporation without investigation or by-laws inquiry, as of the AssignorEffective Date, any applicable laws or any agreement or restriction binding on or affecting Assignor or its property, or has received no written notice from the maker of the Note (iii“Maker”) result in or require the creation or imposition of any lien claim, defense or right of others upon or offset Maker may have with respect to Maker’s obligation under the Note or the Loan Documents. Assignor shall promptly advise Assignee if Assignor acquires any property now information following the Effective Date which would make any of the representations and warranties set forth in this Section 6 untrue; provided that it shall not be a breach of such representation or warranty if the new information which renders the representation or warranty untrue was not known by Assignor as of the Effective Date. If Assignor or Assignee acquires any new information following the Effective Date and prior to the Closing which would make any of the representations or warranties untrue, then, as Assignee’s sole remedy, Assignee shall have the right to terminate this Agreement by delivery of written notice to Assignor prior to the Closing Date and, in the future owned by Assignor (other than liens created in favor event of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies such termination, all rights and obligations under this AssignmentAgreement shall cease. This AssignmentIf, when executed and deliveredprior to the Closing, will constitute Assignee becomes aware of any facts that make any of the legalrepresentations or warranties set forth in this Section 6 untrue, valid and binding obligation of Assignor enforceable but Assignee nevertheless elects to close hereunder, then Assignee shall be deemed to have waived any claim against Assignor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency based on such untrue representation or other similar laws affecting warranty. The provisions of the rights immediately preceding sentence shall survive the Closing. All of creditors generally. (d) The originals (including duplicate originals, if any) of all the Mortgage Loan Documents, have been simultaneously herewith delivered to the Bank as custodian for Assignee (except for any loan documents which have been or will be submitted to public officials for filing or recording foregoing representations and policies of title or other insurance which have not yet been received warranties by Assignor, which in as modified by any new information received by either case will be delivered directly Assignor or Assignee prior to the Bank Closing that would make such representation or forthwith turned over to warranty inaccurate, shall be true and correct as of Closing with the Bank same force and effect as if made and when received by the Assignor)given at that time.

Representations and Warranties of Assignor. Assignor represents makes the following representations and warrants warranties to Assignee, each of which shall be deemed made as followsof the Effective Date, and re-made as of each Purchase Tranche Closing: (a) Assignor acquired: (i) the Original Debenture directly from Borrower on July 9, 2015; (ii) the Supplemental Debenture directly from Borrower on August 6, 2015; and (iii) and the Restated Debenture directly from Borrower on October 27, 2015 and delivered to Borrower the full amount of the purchase price therefor in cash on or before each applicable date (in furtherance thereof, on or prior to the Effective Date, Assignor has delivered documentary evidence to Assignee that such purchase price was paid in full on or before such date). Assignor is the sole legal and equitable owner of Assignor’s right, title and interest in and to the Mortgage Loans Assigned Debt, except for any portion of the Assigned Debt previously sold and such ownership is assigned to Assignee pursuant to this Agreement, and Assignor has the sole and unrestricted right to sell and/or transfer the Assigned Debt to Assignee pursuant to this Agreement; and (b) Upon transfer to Assignee of the Assigned Debt hereunder, Assignee will have good and unencumbered title to the Assigned Debt, free and clear of any lienand all liens, security interest claims, and encumbrances (for the avoidance of doubt, the Assigned Debt shall not include the debt to be purchased by Old Main following the date hereof); and (c) Assignor has not sold, transferred, assigned, pledged, hypothecated, or otherwise encumbered the Assigned Debt, or any portion thereof, except for any portion of the Assigned Debt previously sold and assigned to Assignee pursuant to this Agreement (for the avoidance of doubt, the Assigned Debt shall not include the debt to be purchased by Old Main following the date hereof). Assignor makes this representation and warranty after diligent inquiry. Assignor has complied in all respects with all securities and other encumbranceapplicable laws in relation with the purchase, holding and transfer of the Fourth Replacement Debenture B as contemplated herein. No violation of securities and other applicable laws occurred in connection with the acquisition, issuance, or holding of the Fourth Replacement Debenture B; and (d) No other written document, loan agreement, instrument, contract, amendment or modification to the Fourth Replacement Debenture B exists that supplements, modifies, or amends the terms set forth in the Debenture, except as have been delivered to Assignee prior to the Effective Date; (e) Assignor has not acquired any other promissory notes or debt instrument issued by Borrower and is not seeking to otherwise invest in debt instruments or equity securities issued by Borrower. Assignor is not currently trying to sell or market any debt instrument or equitable securities in Borrower other than the Assigned Debt; and (f) Assignor is voluntarily assuming all risks associated with the sale of the Assigned Debt and expressly warrants and represents that (i) Assignee has not made, and Assignor disclaims the existence of or its reliance on, any representation by Assignee concerning Borrower or the Fourth Replacement Debenture B; (ii) has Assignor is not granted relying on any participation disclosure or other interest non-disclosure made or assignmentnot made, other option or rights to the Mortgage Loanscompleteness thereof, other than to Assignee, and in connection with or arising out of the sale of the Assigned Debt; (iii) Assignor has no claims against Assignee or Borrower with respect to the foregoing and if any such claim may exist, Assignor, recognizing its disclaimer of reliance and Assignee’s reliance on such disclaimer as a condition to entering into this transaction, covenants and agrees not to assert it against Assignee, Borrower or any of Assignee’s partners, representatives, agents or affiliates; (iv) Assignee and Borrower shall have no liability to Assignor; (v) and Assignor waives and releases any claim that it might have against Assignee and/or Borrower or any of Assignee’s partners, representatives, agents and affiliates whether under applicable securities law or otherwise, based on any Assignee’s knowledge, possession or nondisclosure to Assignor of any material, non-public information concerning Borrower or its direct and indirect subsidiaries, or its future prospects; and (g) Assignor has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology and prospects of Borrower, which investigation, review and analysis was done by Assignor. Assignor acknowledges that it has been provided adequate access to the personnel, properties, premises and records of Borrower for such purpose; and (h) To the knowledge of Assignor, Assignor is not in possession of any material non-public information regarding claims against or the ongoing business operations, risks, or business prospects of Borrower; and (i) The Fourth Replacement Debenture B was issued as a result of a pre-existing business relationship between Borrower and Assignor and not the result of any advertising or general solicitations; and (j) Assignor is aware of Borrower’s business affairs and financial condition and has reached an informed and knowledgeable decision to assign the Assigned Debt to Assignee; and (k) Assignor, together with its affiliates, is not and has not pledgedat any time during the last ninety (90) days been an officer, collaterally assigned director, or beneficial owner (as such term is defined in the Securities Exchange Act of 1934, as amended) of 10% or more of the equity of Borrower, and is not otherwise hypothecated any interest therein or agreed to do so, other than to Assignee.an Affiliate of Borrower; and (bl) The registered office Assignor has not taken any other action and principal place is not aware of business any action taken by Borrower or any other Person that would restart the holding period for the Assigned Debt as described in Rule 144 of the Rules and Regulations promulgated under the Securities Act (“Rule 144”); and (m) Assignor is located an “Accredited Investor” within the meaning of Rule 501 of Regulation D under the Securities Act, as presently in Hamilton, Bermuda.effect; and (cn) Assignor is acting exclusively for its own account and not in concert with any other person or entity in connection with the transactions contemplated hereby. Assignor does not intend to, and will not, directly or indirectly, use the proceeds received pursuant to this Agreement for the purpose of investing in Borrower; and (o) Assignor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate, partnership or other applicable power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder, and the execution, delivery and performance by Assignor of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, or similar action on the part of Assignor; and (p) The execution, delivery and performance by Assignor of this Assignment by Assignor are within Assignor's power Agreement, all other documents referred to herein, and authority, the transactions contemplated hereby (i) have been duly authorized by all necessary action and do not and will not (i) require any authorization which has not been obtainedofficers, managers or general partners of Assignor, (ii) do not contravene the articles terms of incorporation or by-laws of the Assignor’s charter documents, any applicable laws or any agreement or restriction binding on or affecting Assignor or its propertyamendment thereof, or (iii) do not materially violate, conflict with or result in any material breach or require contravention of, or the creation or imposition of any lien under, any contractual obligation of Assignor or right any requirement of others upon law applicable to Assignor, and (iv) to the knowledge of Assignor, do not materially violate any orders of any governmental authority against, or binding upon, Assignor; and (q) No approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any governmental authority or any other person or entity, and no lapse of a waiting period under any requirement of law, is necessary or required in connection with respect to any property now the execution, delivery or in the future owned performance by, or enforcement against, Assignor, of this Agreement; and (r) This Agreement has been duly executed and delivered by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivered, will constitute constitutes the legal, valid and binding obligation obligations of Assignor Assignor, enforceable against Assignor in accordance with its terms, except as enforcement enforceability may be limited by applicable bankruptcy, insolvency insolvency, reorganization, fraudulent conveyance or other transfer, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability (regardless of creditors generally.whether considered in a proceeding at law or in equity); and (ds) The originals (including duplicate originalsThere is no action, if any) of all the Mortgage Loan Documentssuit, have been simultaneously herewith delivered proceeding, judgment, claim or investigation pending, or to the Bank knowledge of Assignor, threatened against Assignor which could reasonably be expected in any manner to challenge or seek to prevent, enjoin, alter or materially delay any of the transactions contemplated hereby; and (t) Following the purchase of no more than $300,000 of Remaining Debt from the Assignor, Old Main shall have no further options or rights to purchase all or any portion of the Assigned Debt and both the Option Agreement and the DPA shall be terminated (or otherwise expire) and each such agreement shall be of no further force or effect; and (u) Except for the foregoing representations and warranties, this Agreement and the Assignment is made by Assignor without recourse, representation or warranty of any nature or kind, express or implied, and Assignor specifically disclaims any warranty, guaranty or representation, oral or written, past, present or future with respect to the Assigned Debt, any portion thereof, or any instruments evidencing same, including, without limitation: (i) the validity, existence, or priority of any lien or security interest securing the obligations of Borrower or any other credit parties evidenced by the Assigned Debt, any portion thereof, or any instruments evidencing same; (ii) the existence of, or basis for, any claim, counterclaim, defense or offset relating to the Assigned Debt, any portion thereof, or any instruments evidencing same; (iii) the financial condition of Borrower, or any other credit parties or guarantor or obligor liable under the Assigned Debt, any portion thereof, or any instruments evidencing same, or the ability of any such parties to pay or perform their respective obligations under the Assigned Debt, any portion thereof, or any instruments evidencing same; (iv) the value or condition of any collateral securing the obligations under the Assigned Debt, any portion thereof, or any instruments evidencing same; and (v) the future performance of Borrower or any other credit parties or guarantor or obligor liable under the Assigned Debt, any portion thereof, or any instruments evidencing same. Assignee acknowledges and represents to Assignor that Assignee has been given the opportunity to undertake its own investigations of Borrower, the Assigned Debt, any portion thereof, or any instruments evidencing same, and having undertaken and performed all such investigations as custodian for Assignee (except for deemed necessary or desirable, Assignee represents, warrants and agrees that it is relying solely on its own investigation of Borrower, the Assigned Debt, any loan documents which have been portion thereof, or will any instruments evidencing same, and not any information whatsoever provided or to be submitted to public officials for filing or recording and policies of title or other insurance which have not yet been received provided by Assignor, which other than Assignor’s representations, warranties, and covenants set forth in either case will be delivered directly to the Bank or forthwith turned over to the Bank as and when received by the Assignor)this Agreement.

Representations and Warranties of Assignor. The Assignor hereby represents and warrants to the Assignee, Seller and Servicer as of the date hereof, unless otherwise stated, as follows: (a) The Assignor is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization with full power and authority (icorporate and other) is the sole owner of the Mortgage Loans to enter into and such ownership is free and clear of any lien, security interest or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights to the Mortgage Loans, other than to Assignee, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to Assigneeperform its obligations under this Assignment. (b) The registered office This Assignment has been duly authorized, executed and principal place of business delivered by the Assignor and (assuming due authorization, execution and delivery thereof by each of the Assignor other parties hereto) constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether such enforcement is located considered in Hamilton, Bermudaa proceeding in equity or at law). (c) The execution, delivery and performance by the Assignor of this Assignment by Assignor are within Assignor's power and authoritythe consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof. (d) The execution and delivery of this Assignment have been duly authorized by all necessary corporate action and do not and will not (i) require any authorization which has not been obtained, (ii) contravene on the articles of incorporation or by-laws part of the Assignor; neither the execution and delivery of this Assignment, nor the consummation of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any applicable laws of the provisions of the governing documents of the Assignor or any agreement law, governmental rule or restriction regulation or any material judgment, decree or order binding on or affecting the Assignor or any of its propertyproperties, or (iii) result in or require any of the creation or imposition provisions of any lien material indenture, mortgage, deed of trust, contract or right other instrument to which Assignor is a party or by which it is bound. (e) There is no action, suit, proceeding or investigation pending or, to the best of others upon the Assignor’s knowledge, threatened, against the Assignor, which, either in any one instance or in the aggregate, if determined adversely to the Assignor would adversely affect its ability to perform its obligations under this Assignment. (f) As of January 30, 2006, except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) As of January 30, 2006, no Mortgage Loan is classified as a “high cost” mortgage loan under Section 32 of the Home Ownership and Equity Protection Act of 1994, as amended, and no Mortgage Loan is considered a “high cost” mortgage loan under any applicable federal, state or local laws; no Mortgage Loan is a “High Cost Loan” or “Covered Loan,” as applicable (as such terms are defined in the Standard & Poor’s LEVELSâ Glossary, Version 5.6c Revised, Appendix E, in effect on March 1, 2005); and no Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending Act. (h) As of January 30, 2006, any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, predatory and abusive lending or disclosure laws applicable to the Mortgage Loans have been complied with. All inspections, licenses and certificates required to be made or issued with respect to any property now or in all occupied portions of the future owned by Assignor (other than liens created in favor Mortgaged Properties and, with respect to the use and occupancy of Assignee hereunder). No authorization which has the same, including but not been obtained is required for the assignment hereunder or the enforcement by Assignee limited to certificates of its remedies under this Assignment. This Assignment, when executed occupancy and delivered, will constitute the legal, valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the rights of creditors generally. (d) The originals (including duplicate originals, if any) of all the Mortgage Loan Documentsfire underwriting certificates, have been simultaneously herewith delivered to made or obtained from the Bank as custodian for Assignee (except for any loan documents which have been or will be submitted to public officials for filing or recording and policies of title or other insurance which have not yet been received by Assignor, which in either case will be delivered directly to the Bank or forthwith turned over to the Bank as and when received by the Assignor)appropriate authorities.

Representations and Warranties of Assignor. Assignor represents makes the following representations and warrants warranties to Assignee, each of which shall be deemed made as followsof the Effective Date, and re-made as of each Purchase Tranche Closing: (a) Assignor (i) is the sole legal and equitable owner of Assignor’s right, title and interest in and to She Assigned Debt, except for any portion of the Mortgage Loans Assigned Debt previously sold and such ownership is free and clear of any lien, security interest or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights assigned to the Mortgage Loans, other than Assignee pursuant to Assignee, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to Assignee.this Agreement; and (b) The registered office and principal place of business Assignor has not sold, transferred, assigned, pledged, hypothecated, or otherwise encumbered the Assigned Debt, or any portion thereof, except for any portion of the Assignor is located in Hamilton, Bermuda.Assigned Debt previously sold and assigned to Assignee pursuant to this Agreement; and (c) The Assignor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate, partnership or other applicable power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder, and the execution, delivery and performance by the Assignor of the transactions contemplated by this Assignment by Assignor are within Assignor's power and authority, Agreement have been duly authorized by all necessary corporate, partnership, or similar action on the part of the Assignor; and (d) Except for the foregoing representations and do not warranties, this Agreement and will not the Assignment is made by Assignor without recourse, representation or warranty of any nature or kind, express or implied, and Assignor specifically disclaims any warranty, guaranty or representation, oral or written, past, present or future with respect to fee Assigned Debt, any portion thereof, or any instruments evidencing same, including, without limitation; (i) require the validity, effectiveness or enforceability of the Assigned Debt, any authorization which has not been obtainedportion thereof, or any instruments evidencing same; (ii) contravene the articles of incorporation or by-laws of the Assignorvalidity, any applicable laws or any agreement or restriction binding on or affecting Assignor or its propertyexistence, or (iii) result in or require the creation or imposition priority of any lien or right security interest securing the obligations of others upon Borrower or any other Credit Parties evidenced by the Assigned Debt, any portion thereof, or any instruments evidencing same; (iii) She existence of, or basis for, any claim, counterclaim, defense or offset relating to the Assigned Debt, any portion thereof, or any instruments evidencing same; (iv) the financial condition of the Borrower, or any other Credit Parties or guarantor or obligor liable under the Assigned Debt, any portion thereof, or any instruments evidencing same, or the ability of any such parties to pay or perform their respective obligations under the Assigned Debt, any portion thereof, or any instruments evidencing same; (v) the compliance of the Assigned Debt, any portion thereof, or any instruments evidencing same with respect to any property now laws, ordinances or in regulations of any governmental agency or other body; (vi) the value or condition of any collateral securing the obligations under the Assigned Debt, any portion thereof, or any instruments evidencing same; and (vii) the future owned by performance of the Borrower or any other Credit Parties or guarantor or obligor liable under the Assigned Debt, any portion thereof or any instruments evidencing same. Assignee acknowledges and represents to Assignor (other than liens created in favor that Assignee has been given the opportunity to undertake its own investigations of the Borrower, the Assigned Debt, any portion thereof, or any instruments evidencing same, and having undertaken and performed all such investigations as Assignee hereunder). No authorization which has deemed necessary or desirable, Assignee represents, warrants and agrees that it is relying solely on its own investigation of the Borrower, the Assigned Debt, any portion thereof, or any instruments evidencing same, and not been obtained is required for the assignment hereunder any information whatsoever provided or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivered, will constitute the legal, valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms, except as enforcement may to be limited by bankruptcy, insolvency or other similar laws affecting the rights of creditors generally. (d) The originals (including duplicate originals, if any) of all the Mortgage Loan Documents, have been simultaneously herewith delivered to the Bank as custodian for Assignee (except for any loan documents which have been or will be submitted to public officials for filing or recording and policies of title or other insurance which have not yet been received provided by Assignor, which or any representation or warranty of Assignor. This Agreement, and each Assignment of the Assigned Debt, or portion thereof, as provided for herein is made on an “AS IS,” “WHERE IS” basis, with all faults, and Assignee, by acceptance of this Agreement and each Assignment, shall be deemed to have agreed and acknowledged that Assignor has fully performed, discharged and complied with all of Assignor’s obligations, representations, warranties, covenants and agreements hereunder, that Assignor is discharged therefrom, and that Assignor shall have no further liability with respect thereto, except only for those express warranties contained in either case will be delivered directly to the Bank or forthwith turned over to the Bank as this Agreement, and when received Assignee, by the Assignor)such acceptance, expressly acknowledges that ASSIGNOR MAKES NO WARRANTY OR REPRESENTATIONS, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, RELATING TO THE ASSIGNED DEBT, ANY PORTION THEREOF, OR ANY INSTRUMENTS EVIDENCING SAME, EXCEPT AS SPECIFICALLY SET FORTH HEREIN.

Representations and Warranties of Assignor. Assignor represents and warrants to Assignee as followsof the date hereof and as of the Closing Date that: (a) a. Assignor (i) is has the sole owner of the Mortgage Loans legal right and such ownership is free requisite power and clear of any lien, security interest or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights authority to the Mortgage Loans, other than to Assigneemake and enter into this Agreement, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than perform its obligations hereunder and to Assignee. (b) The registered office and principal place of business of comply with the Assignor is located in Hamilton, Bermuda. (c) provisions hereof. The execution, delivery and performance of this Assignment Agreement by Assignor are within Assignor's power and authority, have been duly authorized by all necessary company action on its part. The execution, delivery and performance of this Agreement by Assignor do not and will not (i) require any authorization which has not been obtained, (ii) contravene the articles charter, bylaws or other organizational documents of incorporation or by-laws of the Assignor, any applicable laws or any agreement or restriction binding on or affecting Assignor or its property, or (iii) result in or require the creation or imposition of any lien or right of others upon or with respect to any property now or in the future owned . This Agreement has been duly executed and delivered by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivered, will constitute the legal, valid and binding obligation of Assignor enforceable against Assignor it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency insolvency, moratorium or other similar laws affecting the rights of creditors generallygenerally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought. b. The execution, delivery and performance of this Agreement by Assignor and the compliance by Assignor with the provisions hereof, do not and will not (dwith or without notice or lapse of time, or both) The originals (including duplicate originalsconflict with, if any) or result in any violation of, or default under, or give rise to any right of all the Mortgage Loan Documentstermination, have been simultaneously herewith delivered to the Bank as custodian for Assignee (except for cancellation or acceleration of any obligation under any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Assignor or any of its properties or assets, other than any such conflicts, violations, defaults, or other effects which, individually or in the aggregate, do not and will not prevent, restrict or impede Assignor’s performance of its obligations under and compliance with the provisions of this Agreement and the other transaction documents executed in connection herewith. c. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental or regulatory authority or any other person or entity (other than any of the foregoing which have been obtained and, at the date in question, are then in effect) is required under existing laws as a condition to the execution, delivery or will be submitted to public officials for filing or recording and policies performance of title or other insurance which have not yet been received this Agreement by Assignor, which in either case will be delivered directly to the Bank or forthwith turned over to the Bank as and when received by the Assignor).

Representations and Warranties of Assignor. Assignor hereby represents and warrants to Assignee as follows, each of which is a material inducement to Assignee to enter into and perform this Agreement and shall survive the Closing: (a) 5.1 Each Assignor (i) is the sole owner of the Mortgage Loans has all requisite power and such ownership is free authority to execute and clear of any lien, security interest or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights to the Mortgage Loans, other than to Assigneedeliver, and (iii) has not pledgedto perform, collaterally assigned or otherwise hypothecated any interest therein or agreed all of its obligations under this Agreement and all other agreements, documents and instruments to do so, other than to Assigneebe executed and delivered by Assignor in connection herewith. (b) The registered office and principal place of business of the Assignor is located in Hamilton, Bermuda. (c) 5.2 The execution, delivery and performance of this Assignment Agreement by Assignor are within Assignor's power and authority, have has been duly authorized by all necessary corporate action and do does not and will not not: (ia) violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to either Assignor or any provision of such Assignor's charter or by-laws; (b) require any authorization which has not been obtainedauthorization, (ii) contravene the articles of incorporation consent, approval, license, exemption by or by-laws of the Assignorfrom, or filing or registration with, any applicable laws court, executive or any agreement legislative body, governmental department, commission, board, bureau, agency or restriction binding on instrumentality, domestic or affecting Assignor or its property, or (iii) result in or require the creation or imposition of any lien or right of others upon or with respect to any property now or in the future owned by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. foreign. 5.3 This Assignment, when executed and delivered, will constitute the Agreement constitutes a legal, valid and binding obligation of each Assignor enforceable against Assignor it in accordance with its terms, except as enforcement such enforceability may be limited by bankruptcy, reorganization, receivership, insolvency or other similar laws affecting the enforcement of creditors' rights generally or by general principles of creditors generallyequity. 5.4 Except for this Agreement, Assignor has not sold, pledged, assigned, transferred, disposed or terminated, in whole or in part, or entered into any agreement (dother than this Agreement) to sell, pledge, assign, transfer, dispose of or terminate, in whole or in part, any of its right, title and interest in and to the Claims or any of the Lomax Xxxn Documents or any of their rights under or in connection with the Claims or any of the Lomax Xxxn Documents, or agreed to do any of the foregoing. 5.5 The originals (including duplicate originalsphotocopies of the Lomax Xxxn Documents delivered by Assignor to Assignee on the Closing Date, if any) of all subject to the Mortgage New Secured Loan Documents, constitute accurate copies of the Lomax Xxxn Documents listed on Exhibit "A" attached hereto, and such Lomax Xxxn Documents have not been simultaneously herewith delivered to amended, waived, modified or supplemented other than by Lomax Xxxn Documents listed on Exhibit "A" attached hereto. The Lomax Xxxn Documents constitute all material documents received by Assignor in connection with the Bank making of the Loan. 5.6 The aggregate amount of the Loan as custodian for of the date of this Agreement is Six Million Eight Hundred Sixty Nine Thousand Eight Hundred Seventy Eight Dollars and Seventy Five Cents ($6,869,878.75), which is comprised of principal and interest determined as of March 31, 2000, and continuing interest, fees and other amounts owing in respect of the Loan, set forth in Exhibit "B" attached hereto. Assignee (except for any loan documents which have been or acknowledges and agrees that the amount of the Loan will increase by the time of the Closing as a result of the accrual of interest, and additional fees and other amounts becoming payable, under the Lomax Xxxn Documents. Assuming that the Closing Date will be submitted to public officials for filing or recording April 13, 2000, Assignor's good faith estimate of the amounts owing in respect of the Loan on that date is Six Million Eight Hundred Ninety One Thousand Nine Hundred Dollars and policies of title or other insurance which have not yet been received by Assignor, which in either case will be delivered directly to the Bank or forthwith turned over to the Bank as and when received by the AssignorSeventeen Cents ($6,891,900.17).

Representations and Warranties of Assignor. Assignor represents and warrants to Assignee as follows: (a) A. Assignor (i) is the sole owner of the Mortgage Loans has full power and such ownership is free authority to execute, deliver and clear of any lien, security interest or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights to the Mortgage Loans, other than to Assigneeperform this Assignment in accordance with its terms, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to Assignee. (b) The registered office and principal place of business of the Assignor is located in Hamilton, Bermuda. (c) The execution, delivery and performance of this Assignment by Assignor are within Assignor's power , and authoritythe assignment and transfer of the Assigned Assets, have been duly authorized by all necessary action and do not and will not (i) require any authorization which has not been obtained, (ii) contravene the articles of incorporation or by-laws of the Assignor, any applicable laws or any agreement or restriction binding on or affecting Assignor or its property, or (iii) result in or require the creation or imposition of any lien or right of others upon or with respect to any property now or in the future owned by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivered, will constitute Assignment constitutes the legal, valid and binding obligation of Assignor Assignor, enforceable against Assignor in accordance with its terms, except as enforcement such enforceability may be limited by (a) bankruptcy, insolvency insolvency, moratorium or other similar laws of general applicability affecting the rights enforcement of creditors generallycreditors' rights, and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). B. All consents, filings and authorizations required to be obtained or made by Assignor and necessary for the execution, delivery and performance of this Assignment have been obtained or made prior to the date hereof, except for such consents, filing or authorizations required in connection with the exercise of the rights and remedies under the Assigned Assets in respect of the Pledged Stock (das defined in the Pledge Agreement). C. Assignor owns all right, title and interest in and to the Assigned Assets. Except for (i) The originals the sale by Assignor of 306,545,800 shares of Xxxxxx Group Ltd. pledged to Assignor pursuant to the Pledge Agreement, and (including duplicate originalsii) the assignment of the Assigned Assets as contemplated herein, if any) Assignor has not transferred or assigned, otherwise pledged or encumbered, or, except as set forth in the Stay Relief Agreement, entered into any agreement or commitment to transfer or assign, any of all its rights under, or interest in, any of the Mortgage Loan Assigned Assets. Assignor has not withdrawn the Swiss Re Claim. D. Except as provided in that certain letter agreement among Seller, PEWC and PUSA dated Xxxxx 00, 0000, xxxx of the terms of any of the Security Documents, the L/C Reimbursement Agreement, the Stay Relief Agreement or the Order has been modified and, to the knowledge of Assignor the Order has not been reversed, stayed, vacated or appealed and no motion for reconsideration or rehearing is pending. E. Assignor has not previously compromised the Proof of Claim other than as reflected in the Stay Relief Agreement. Since December 2, 2002, Assignor has received payments on account of, and has otherwise released, the obligations owed by PEWC under the L/C Reimbursement Agreement and the claims evidenced by the Proof of Claim in the aggregate amount of US$38,787,138.64. F. To the knowledge of Assignor, there are no pending objections to the Proof of Claim by the Debtor or any party in interest in the Bankruptcy Case. G. Assignor shall have been simultaneously herewith delivered to Assignee a resolution of Assignor's Board of Directors authorizing and approving this Assignment and the Bank as custodian for Assignee (except for any loan documents which have been or will be submitted to public officials for filing or recording and policies execution of title or other insurance which have not yet been received by Assignor, which in either case will be delivered directly to the Bank or forthwith turned over to the Bank as and when received this Assignment on behalf of Assignor by the Assignor)person whose signature is affixed hereto. H. Assignor has possession of the original stock certificates representing the Pledged Stock (as defined in the Pledge Agreement) and original of the stock powers in respect of such Pledged Stock as referenced in Section 8 hereof.

Representations and Warranties of Assignor. Assignor represents and warrants to Assignee and IPA as follows: (a) Assignor (i) is a department organized and existing under the sole owner Charter of the Mortgage Loans City of Los Angeles, a municipal corporation of the State of California, duly created, organized and such ownership is free existing under the laws of said State and clear duly qualified to furnish electric service within the State of any lien, security interest or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights to the Mortgage Loans, other than to Assignee, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to AssigneeCalifornia. (b) The registered office Assignor has full corporate right, power and principal place authority as a municipal corporation to execute and deliver this Agreement, to perform the obligations of business Assignor under this Agreement and to carry out and consummate all of the respective transactions contemplated by this Agreement, and Assignor is located has complied with the provisions of applicable law in Hamilton, Bermudaall matters relating to such transactions. (c) The executionThis Agreement has been duly authorized, delivery executed and performance of this Assignment delivered by Assignor are within Assignor's power and authority, have been duly authorized by all necessary action and do not and will not (i) require any authorization which has not been obtained, (ii) contravene the articles of incorporation or by-laws of the Assignor, any applicable laws or any agreement or restriction binding on or affecting Assignor or its property, or (iii) result in or require the creation or imposition of any lien or right of others upon or with respect to any property now or in the future owned by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivered, will constitute constitutes the legal, valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms, except as enforcement that the rights and remedies set forth in this Agreement may be limited by any applicable bankruptcy, insolvency insolvency, moratorium, reorganization, debt adjustment or other similar laws affecting the creditors’ rights of creditors generally. (d) Assignor has obtained, with respect to Assignor, all required Regulatory Contract Approvals. No additional or further Regulatory Contract Approval shall be required with respect to Assignor in relation to this Agreement or the Sale Agreement, respectively, whether before, on or after August 13, 2019, so long as the final design of the Project does not significantly change from the specifications provided in the compliance filing made by Assignor with the California Energy Commission (the “CEC”) on October 2, 2018 which compliance filing was determined by the CEC to comply with the applicable regulatory provisions of the State of California. (e) The originals (including duplicate originalsauthorization, if any) execution and delivery of all this Agreement and compliance with the Mortgage Loan Documentsprovisions of this Agreement do not conflict with or constitute a breach of, have been simultaneously herewith delivered or default under, any material instrument relating to the Bank as custodian for Assignee (except for organization, existence or operation of Assignor, any loan documents which have been or will be submitted to public officials for filing or recording and policies of title material commitment, agreement or other insurance instrument to which have not yet been received Assignor is a party or by Assignorwhich it or its property is bound or affected, any regulation or ordinance to which Assignor (or any of its officers in either case will be delivered directly their respective capacities as such) is subject, any ruling, judgment, order or decree naming Assignor (or any of its officers in their respective capacities as such) as a party, or any provision of the applicable material decisions of the California Supreme Court or the California Courts of Appeal or statutes of the State of California relating to Assignor and its affairs. (f) The statements in the Bank Recitals to this Agreement regarding Assignor and the Assigned Entitlements, or forthwith turned over to any aspect of Assignor or the Bank as Assigned Entitlements, are true and when received by the Assignor)correct in all material respects.

Representations and Warranties of Assignor. The Assignor hereby represents and warrants to the Assignee, Seller and Servicer as of the date hereof, unless otherwise stated, as follows: (a) The Assignor is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization with full power and authority (icorporate and other) is the sole owner of the Mortgage Loans to enter into and such ownership is free and clear of any lien, security interest or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights to the Mortgage Loans, other than to Assignee, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to Assigneeperform its obligations under this Assignment. (b) The registered office This Assignment has been duly authorized, executed and principal place of business delivered by the Assignor and (assuming due authorization, execution and delivery thereof by each of the Assignor other parties hereto) constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether such enforcement is located considered in Hamilton, Bermudaa proceeding in equity or at law). (c) The execution, delivery and performance by the Assignor of this Assignment by Assignor are within Assignor's power and authoritythe consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof. (d) The execution and delivery of this Assignment have been duly authorized by all necessary corporate action and do not and will not (i) require any authorization which has not been obtained, (ii) contravene on the articles of incorporation or by-laws part of the Assignor; neither the execution and delivery of this Assignment, nor the consummation of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any applicable laws of the provisions of the governing documents of the Assignor or any agreement law, governmental rule or restriction regulation or any material judgment, decree or order binding on or affecting the Assignor or any of its propertyproperties, or (iii) result in or require any of the creation or imposition provisions of any lien material indenture, mortgage, deed of trust, contract or right other instrument to which Assignor is a party or by which it is bound. (e) There is no action, suit, proceeding or investigation pending or, to the best of others upon the Assignor’s knowledge, threatened, against the Assignor, which, either in any one instance or in the aggregate, if determined adversely to the Assignor would adversely affect its ability to perform its obligations under this Assignment. (f) As of August 25, 2006, except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) No Transferred Mortgage Loan is a “High Cost Loan” or “Covered Loan,” as applicable, as such terms are defined in the then current Standard & Poor’s LEVELSâ Glossary. In addition, no Transferred Mortgage Loan is a “high-cost,” “high-cost home,” “covered,” “high-risk home,” or “predatory” loan under any applicable federal, state or local predatory or abusive lending law (or a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or additional legal liability for residential mortgage loans having high interest rates, points and/or fees), and no Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending Act. (h) As of August 25, 2006, any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, predatory and abusive lending or disclosure laws applicable to the Mortgage Loans have been complied with. All inspections, licenses and certificates required to be made or issued with respect to any property now or in all occupied portions of the future owned by Assignor (other than liens created in favor Mortgaged Properties and, with respect to the use and occupancy of Assignee hereunder). No authorization which has the same, including but not been obtained is required for the assignment hereunder or the enforcement by Assignee limited to certificates of its remedies under this Assignment. This Assignment, when executed occupancy and delivered, will constitute the legal, valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the rights of creditors generally. (d) The originals (including duplicate originals, if any) of all the Mortgage Loan Documentsfire underwriting certificates, have been simultaneously herewith delivered to made or obtained from the Bank as custodian for Assignee (except for any loan documents which have been or will be submitted to public officials for filing or recording and policies of title or other insurance which have not yet been received by Assignor, which in either case will be delivered directly to the Bank or forthwith turned over to the Bank as and when received by the Assignor)appropriate authorities.

Representations and Warranties of Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) Assignor (i) is the sole owner True and correct copies of the Mortgage Loans Equity Commitment Letter and such ownership the Limited Guaranty, and all modifications, amendments or addendums thereto as of the date hereof, are attached hereto as Annex A and Annex B, respectively. Except for those agreements previously filed with the United States Securities and Exchange Commission (the “SEC”) by either the Assignor or the Company, there are no other agreements to which the Assignor is free and clear of any lien, security interest a party or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights understandings made by the Assignor relating to the Mortgage Loans, other than to Assignee, and (iii) has not pledged, collaterally assigned Equity Commitment Letter or otherwise hypothecated any interest therein Limited Guaranty or agreed to do so, other than to Assigneethe matters covered thereby. (b) The registered office Upon execution and principal place of business of the Assignor is located in Hamilton, Bermuda. (c) The execution, delivery and performance of this Assignment Agreement by Assignor are within Assignor's power and authoritythe Assignee, have been duly authorized by all necessary action and do not and this Agreement will not (i) require any authorization which has not been obtained, (ii) contravene the articles of incorporation or by-laws of the Assignor, any applicable laws or any agreement or restriction binding on or affecting Assignor or its property, or (iii) result in or require the creation or imposition of any lien or right of others upon or with respect to any property now or in the future owned by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivered, will constitute the be a legal, valid and binding obligation of Assignor the Assignor, enforceable against the Assignor in accordance with its terms, except as enforcement may be limited by subject to (i) the effects of bankruptcy, insolvency insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law). (i) The consent of Holdco or the rights Company for the assignment of creditors generallythe Equity Commitment Letter and (ii) the consent of the Company for the assignment of the Limited Guaranty, in each case by the Assignor to the Assignee, have been obtained. No other third party consent or approval under any agreement to which the Assignor is a party is necessary to be obtained by the Assignor in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) The originals Neither the execution and delivery of this Agreement by the Assignor nor the consummation of the transactions contemplated hereby (including duplicate originalsi) will conflict with or constitute a default under any agreement to which the Assignor is a party or by which the Assignor is bound, if any(ii) of all the Mortgage Loan Documentswill violate any law, have been simultaneously herewith delivered regulation, judgment or decree applicable to the Bank as custodian for Assignee Assignor or (except for iii) will require the approval, consent, authorization or act of, or the making of any loan documents which have been or will be submitted to public officials for filing or recording and policies registration with, any governmental authority or regulatory body (other than the filing with the SEC of title or other insurance which have not yet been received by Assignor, which in either case will be delivered directly an amendment to the Bank or forthwith turned over to the Bank as and when received Schedule 13D previously filed by the AssignorAssignor to reflect the entry into this Agreement).;

Representations and Warranties of Assignor. Assignor represents makes the following representations and warrants warranties to Assignee, each of which shall be deemed made as followsof the Effective Date, and re-made as of each Purchase Tranche Closing: (a) Assignor (i) is the sole legal and equitable owner of the Mortgage Loans Assignor’s right, title and such ownership is free interest in and clear of any lien, security interest or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights to the Mortgage LoansAssigned Debt, other than except for any portion of the Assigned Debt previously sold and assigned to Assignee, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed Assignee pursuant to do so, other than to Assignee.this Agreement; and (b) The registered office and principal place of business Assignor has not sold, transferred, assigned, pledged, hypothecated, or otherwise encumbered the Assigned Debt, or any portion thereof, except for any portion of the Assignor is located in Hamilton, Bermuda.Assigned Debt previously sold and assigned to Assignee pursuant to this Agreement; and (c) The Assignor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate, partnership or other applicable power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder, and the execution, delivery and performance by the Assignor of the transactions contemplated by this Assignment by Assignor are within Assignor's power and authority, Agreement have been duly authorized by all necessary corporate, partnership, or similar action on the part of the Assignor. (d) The Assignor is not, and do not and will not for a period of at least ninety (i90) require any authorization which days prior to the date hereof has not been obtainedbeen, an “Affiliate” of the Borrower, as said term is defined in Rule 144 (ii“Rule 144”) contravene of the articles of incorporation or by-laws Rules and Regulations promulgated under the Securities Act. (e) This Agreement, when executed and delivered by the Assignor, will constitute a valid and legally binding obligation of the Assignor, any applicable laws or any agreement or restriction binding on or affecting Assignor or its property, or (iii) result in or require the creation or imposition of any lien or right of others upon or with respect to any property now or in the future owned by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivered, will constitute the legal, valid and binding obligation of Assignor enforceable against the Assignor in accordance with its terms, except except: (i) as enforcement may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally; or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (f) To the best knowledge of the Assignor, neither the execution and delivery of this Agreement, or any Assignment, nor the consummation of the transactions contemplated hereby, does or will violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which the Assignor is subject or any provision of its organizational documents or other similar laws affecting governing instruments, or conflict with, violate or constitute a default under any agreement, credit facility, debt or other instrument or understanding to which the rights Assignor is a party. The Assignor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with this Agreement and the assignment of creditors generallythe Assigned Debt, any portion thereof, or any instruments evidencing same as contemplated hereby. (dg) The originals (including duplicate originalsThere is no action, if any) of all the Mortgage Loan Documentssuit, have been simultaneously herewith delivered proceeding, judgment, claim or investigation pending, or to the Bank as custodian knowledge of the Assignor, threatened against the Assignor which could reasonably be expected in any manner to challenge or seek to prevent, enjoin, alter or materially delay any of the transactions contemplated hereby. (h) No authorization, consent, approval or other order of, or declaration to or filing with, any governmental agency or body or other Person is required for Assignee (the valid authorization, execution, delivery and performance by the Assignor of this Agreement and the consummation of the transactions contemplated hereby, except for authorizations, consents, and approvals obtained prior to the date hereof. (i) Except for the foregoing representations and warranties, this Agreement and each Assignment is made by Assignor without recourse, representation or warranty of any loan documents which have been nature or will be submitted kind, express or implied, and Assignor specifically disclaims any warranty, guaranty or representation, oral or written, past, present or future with respect to public officials for filing the Assigned Debt, any portion thereof, or recording and policies any instruments evidencing same, including, without limitation: (i) the validity, effectiveness or enforceability of title the Assigned Debt, any portion thereof, or any instruments evidencing same; (ii) the validity, existence, or priority of any lien or security interest securing the obligations of Borrower or any other Credit Parties evidenced by the Assigned Debt, any portion thereof, or any instruments evidencing same; (iii) the existence of, or basis for, any claim, counterclaim, defense or offset relating to the Assigned Debt, any portion thereof, or any instruments evidencing same; (iv) the financial condition of the Borrower, or any other Credit Parties or guarantor or obligor liable under the Assigned Debt, any portion thereof, or any instruments evidencing same, or the ability of any such parties to pay or perform their respective obligations under the Assigned Debt, any portion thereof, or any instruments evidencing same; (v) the compliance of the Assigned Debt, any portion thereof, or any instruments evidencing same with any laws, ordinances or regulations of any governmental agency or other insurance which have body; (vi) the value or condition of any collateral securing the obligations under the Assigned Debt, any portion thereof, or any instruments evidencing same; and (vii) the future performance of the Borrower or any other Credit Parties or guarantor or obligor liable under the Assigned Debt, any portion thereof, or any instruments evidencing same. Assignee acknowledges and represents to Assignor that Assignee has been given the opportunity to undertake its own investigations of the Borrower, the Assigned Debt, any portion thereof, or any instruments evidencing same, and having undertaken and performed all such investigations as Assignee deemed necessary or desirable, Assignee represents, warrants and agrees that it is relying solely on its own investigation of the Borrower, the Assigned Debt, any portion thereof, or any instruments evidencing same, and not yet been received any information whatsoever provided or to be provided by Assignor, which or any representation or warranty of Assignor. This Agreement, and each Assignment of the Assigned Debt, or portion thereof, as provided for herein is made on an “AS IS,” “WHERE IS” basis, with all faults, and Assignee, by acceptance of this Agreement and each Assignment, shall be deemed to have agreed and acknowledged that Assignor has fully performed, discharged and complied with all of Assignor’s obligations, representations, warranties, covenants and agreements hereunder, that Assignor is discharged therefrom, and that Assignor shall have no further liability with respect thereto, except only for those express warranties contained in either case will be delivered directly to the Bank or forthwith turned over to the Bank as this Agreement, and when received Assignee, by the Assignor)such acceptance, expressly acknowledges that ASSIGNOR MAKES NO WARRANTY OR REPRESENTATIONS, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, RELATING TO THE ASSIGNED DEBT, ANY PORTION THEREOF, OR ANY INSTRUMENTS EVIDENCING SAME, EXCEPT AS SPECIFICALLY SET FORTH HEREIN.

Representations and Warranties of Assignor. (a) Assignor represents and warrants as follows: (a) Assignor that (i) is upon the sole owner of assignment hereby, the Mortgage Loans and such ownership is Assigned Rights are free and clear of any lien, security interest lien or other encumbrance, encumbrance created by Assignor; (ii) this Agreement has not granted any participation or other interest or assignmentbeen duly authorized, other option or rights to the Mortgage Loans, other than to Assigneeexecuted and delivered by Assignor, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to Assignee. (b) The registered office and principal place of business of the Assignor is located in Hamilton, Bermuda. (c) The execution, delivery and performance of this Assignment by Assignor are within Assignor's power and authority, have been duly authorized by all necessary action and do not and will not (i) require any authorization which has not been obtained, (ii) contravene the articles of incorporation or by-laws of the Assignor, any applicable laws or any agreement or restriction binding on or affecting Assignor or its property, or (iii) result in or require the creation or imposition of any lien or right of others upon or with respect to any property now or in the future owned by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivered, will constitute the legal, valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms; (iii) it has title to the Assigned Rights, (iv) it has not previously assigned, sold, sold a participation interest in, hypothecated or otherwise transferred any interest that it had or may have in the Assigned Rights or the Loan Documents, (v) no Loan Document has been modified or amended in any manner, (vi) Assignor has performed each obligation required to be performed by it under any Loan Document, (vii) it has not declared in writing the occurrence of any Default or Event of Default, (viii) no sweep is conducted to any account of Assignor except for sweeps from accounts maintained with KeyBank National Association (“KeyBank”) and (ix) no documents have been entered into by Assignor in connection with the Security Agreement other than the documents listed on Schedule A and the documents reflected on the closing checklist delivered by Assignor to Assignee (the “August 2005 Checklist”). Borrowers and Guarantors agree that the waiver by Assignor contained in the immediately preceding sentence shall be without prejudice to the right of Assignee to declare an Event of Default upon its determination that any breach has occurred, including one previously waived by Assignor, other than a default arising from the interpleader action involving Home Depot in the U.S. District Court for the Southern District of Indiana, provided that Borrowers shall have provided to Assignee a complete copy of the docket for such case for Assignee’s evaluation within five business days following the Effective Date. (b) Assignor represents and warrants that it is an accredited investor within the meaning of Regulation D under the Securities Act. (c) Assignor makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made by any Borrower or any Person guaranteeing the Loans (each a “Guarantor” and collectively, “Guarantors”) in or in connection with the Security Agreement, any other Loan Document or any other agreement, instrument or document furnished pursuant thereto, (ii) the legality, validity, enforceability, genuineness, sufficiency or value of the Security Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto or any liens granted by any such Loan Document; (iii) except as enforcement may be limited expressly set forth in Section 4(a) above, the occurrence or existence of any Default or Event of Default under the Security Agreement or any other Loan Document; or (iv) the financial condition of any Borrower, any Guarantor or any other obligor or the performance or observance by bankruptcyany Borrower, insolvency any Guarantor or any other similar laws affecting the rights obligor of creditors generallyany of its obligations under any Loan Document or any other agreement, instrument or document furnished pursuant thereto. (d) The originals (including duplicate originalsAssignee hereby acknowledges that it is taking the Loan Documents as is, if any) of all the Mortgage Loan Documents, have been simultaneously herewith delivered without recourse to the Bank as custodian for Assignee (except for any loan documents which have been or will be submitted to public officials for filing or recording and policies of title or other insurance which have not yet been received by Assignor, which without the benefit of any representations or warranties from Assignor, except as expressly stated in either case will be Section 4(a) above. (e) Assignee represents and warrants that this Agreement has been duly authorized, executed and delivered directly to by it, and is the Bank or forthwith turned over to legal, valid and binding obligation of the Bank as and when received by the Assignor)Assignee enforceable in accordance with its terms.

Representations and Warranties of Assignor. Assignor hereby represents and warrants as followsto Assignee that: (a) Assignor (i) is the sole legal and beneficial owner of the Mortgage Loans and 100% of the rights and interests of the Noteholder (as defined in the Notes) and the Secured Party (as defined in the Pledge Agreement) under the Loan Documents. Assignor has not assigned or otherwise transferred to any third party any rights with respect to the Loans or the Loan Documents, or any rights to its interest in the collateral securing the Loans, and has not released any collateral securing the Loans or modified or terminated its security interest in such ownership is collateral, or permitted Borrower to sell, assign or otherwise transfer any of the collateral securing the Loans. The Loans and Loan Documents, when assigned to Assignee hereunder, are being assigned free and clear of any lienand all liens, pledges, charges or security interest or other encumbranceinterests of any nature (collectively, “Liens”), excluding only the Liens existing in favor of the Secured Party (iias defined in the Pledge Agreement) has not granted any participation or other interest or assignment, other option or rights to under the Mortgage Loans, other than to Assignee, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to AssigneePledge Agreement. (b) The registered office Assignor has all right, power, legal capacity and principal place of business authority to execute and deliver this Agreement and to perform hereunder and under each other agreement that Assignor may execute and deliver in connection herewith. Assignor is duly organized, validly existing and in good standing under the laws of the Assignor State of Delaware and in all other jurisdictions in which it is located in Hamilton, Bermudaauthorized to do business. (c) The execution, delivery and performance of this Assignment Agreement and the consummation of the transactions contemplated by Assignor are within Assignor's power and authority, this Agreement have been duly authorized by all necessary requisite corporate action on the part of Assignor, and do not and will not (i) require violate any authorization which has not been obtainedlaw, rule, regulation, order, writ, judgment, injunction, decree, determination or award (collectively, “Laws and Orders ”) presently in effect having applicability to Assignor or any property of Assignor, (ii) contravene the articles of incorporation result in a breach or by-laws of the Assignor, any applicable laws or constitute a default under any agreement or restriction binding on or affecting to which Assignor or its propertyis subject (including the Loan Documents), or (iii) result in a violation or require the creation or imposition breach of any lien provision of the certificate of formation, operating agreement or right other constituting or governing document of others upon Assignor, or (iv) require any authorizations, consents, approvals, licenses, exemptions from or filings or registrations with respect to any property now state, commonwealth, federal, foreign, territorial, regulatory, or in the future owned by Assignor other governmental department, commission, board, bureau, agency or instrumentality (other than liens created in favor of Assignee hereundercollectively, “Government Authorities”). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. . (d) This Assignment, when executed and delivered, will constitute Agreement constitutes the legal, valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms, except as enforcement may be limited terms and is entered into voluntarily by bankruptcy, insolvency or other similar laws affecting the rights of creditors generallyall parties. The transaction represented hereby is an arms-length transaction for fair value. (de) The originals outstanding principal balance of the $18m Loan is $18,000,000. The outstanding principal balance of the $10m Loan is $10,000,000. Borrower has not prepaid any principal, interest or other sums under the Notes. The proceeds of the Loans have been fully disbursed (including duplicate originals, if anyor deemed disbursed) and there are no holdbacks and there is no requirement for future advances thereunder or under the Loan Documents. (f) Assignor has dealt with no broker or similar person in connection with entering into this Agreement. (g) Assignor is not in default under any of all the Mortgage Loan Documents, have been simultaneously herewith delivered and to the Bank knowledge of Assignor, no event has occurred and no circumstance exists which, with or without notice or the passage of time or both, would result a default under any of the Loan Documents by Assignor or Borrower. Assignor has not received or given any notice of any default under any of the Loan Documents and no party to any of the Loan Documents has exercised any termination rights with respect thereto. (h) To the knowledge of Assignor, Borrower has not (i) sold, assigned, transferred, encumbered, disposed of or pledged any of the Pledged Collateral (as custodian for Assignee defined in the Pledge Agreement) or any part thereof or interest therein, or (except for ii) assigned any loan documents which of the Loan Documents or any of its rights thereunder, or delegated any of its obligations thereunder. (i) Assignor has complied in all respects with the provisions of paragraph 13 of the Notes. More than five Business Days (as defined in the Notes) have been elapsed since Assignor gave written notice of the transactions contemplated in this Agreement (the “Transactions”) to Borrower, and (i) either (x) Borrower has not exercised the ROFR (as defined in the Notes) or will be submitted given notice of its intent to public officials for filing exercise the ROFR (as defined in the Notes), or recording (y) Borrower has waived the ROFR (as defined in the Notes) in writing, and policies (ii) either (x) Borrower has provided written consent to the Transactions, or (y) Borrower has not notified Assignor that Borrower is withholding, delaying or conditioning its consent to the Transactions. (j) Attached hereto as Composite Exhibit A are true and correct copies of title or other insurance which the Loan Documents. The Loan Documents have not yet been received amended or modified and no provision thereof has been waived by any party thereto. The Loan Documents were executed and delivered electronically, and no manual “wet ink” signatures exist. (k) Assignor currently has, and, upon the consummation of the Transactions, Assignee will receive from Assignor and thereafter have, a fully perfected, first-priority security interest in the Pledged Collateral (as defined in the Pledge Agreement). Such security interest is, to the knowledge of Assignor, which free and clear of any Liens of third parties. (l) Attached hereto as Composite Exhibit B are true and correct copies of all certificates representing the Shares (as defined in either case will be delivered directly to the Bank or forthwith turned over to Pledge Agreement) (the Bank “Share Certificates”), and a stock power for the Shares (as and when received defined in the Pledge Agreement) in favor of Assignor, duly endorsed in blank by Borrower (the Assignor“Stock Power”). (m) Assignor has not received notice that Borrower does not intend to repay the Loans in full when due. To the knowledge of Assignor, neither Borrower nor Acreage (i) is insolvent, (ii) is a debtor in any proceeding under any law relating to bankruptcy or insolvency, (iii) has made, or intends to make, an assignment for the benefit of creditors. (n) The recitals set forth on the first page of this Agreement (the “Recitals”) are true and correct.

Representations and Warranties of Assignor. The Assignor represents and warrants as followsto the Assignee that: (a) the Assignor (i) is the sole owner has not assigned, set over, transferred or granted a security interest in any of the Mortgage Loans and such ownership is free and clear of any lien, security interest Rights or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or its rights to the Mortgage Loans, thereunder other than to the Assignee, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to Assignee.; (b) The registered office and principal place of business the Assignor has not performed any act or executed any other instrument which might prevent the Assignee from operating under any of the Assignor is located terms and conditions of this Assignment or which would limit the Assignee in Hamilton, Bermuda.any such operation; (c) The execution, delivery the Rights are in full force and performance of this Assignment effect and unamended and there is no default existing thereunder by the Assignor are within Assignor's power and authority, have been duly authorized by all necessary action and do not and will not (i) require any authorization which has not been obtained, (ii) contravene or to the articles of incorporation or by-laws best of the Assignor’s knowledge, any applicable laws or any agreement or restriction binding on or affecting Assignor or its propertyafter having made due enquiry, or (iii) result in or require by the creation or imposition of any lien or right of others upon or with respect to any property now or in the future owned by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivered, will constitute the legal, valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the rights of creditors generally.parties thereto; (d) The originals there is no pending or threatened litigation, actions, claims or facts known to the Assignor and not disclosed to the Assignee in writing which materially adversely affects or could so affect any Asset or the rights of the Assignor thereunder; (including duplicate originalse) the Assignor has good right, full power and absolute authority to enter into, execute and perform this Assignment; (f) each of the Rights in existence as of the date hereof or any future Rights are capable of assignment to the Assignee in accordance with the provisions of this Assignment; (g) the consent of any third party, if anyrequired to assign the Rights (or any one of them) of all the Mortgage Loan Documents, have has been simultaneously herewith delivered to the Bank as custodian for Assignee (except for any loan documents which have been obtained or will be submitted to public officials for filing or recording and policies of title or other insurance which have not yet been received by Assignor, which in either case will be delivered directly to the Bank or forthwith turned over to the Bank as and when received obtained by the Assignor)Assignee if required for the benefit of the Assignor in connection with this assignment; and (h) The Assignor will supply any and all information requested by the Assignee regarding the assigned Rights from time to time promptly as requested, and execute any further documentation requested regarding same.

Representations and Warranties of Assignor. Assignor represents and warrants to Assignee as followsof the date hereof and as of the Closing Date that: (a) Assignor (i) has the legal right and requisite power and authority to make and enter into this Agreement and the Station Purchase Agreement, and to perform its obligations hereunder and thereunder and to comply with the provisions hereof and thereof. The execution, delivery and performance of this Agreement and the Station Purchase Agreement by Assignor has been duly authorized by all necessary company action on its part. The execution, delivery and performance of this Agreement by Assignor does not and will not contravene the charter, bylaws or other organizational documents of Assignor. This Agreement and the Station Purchase Agreement, have been duly executed and delivered by Assignor and constitute the valid and binding obligation of Assignor enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and except that the availability of equitable remedies, including specific performance, is subject to the sole owner discretion of the Mortgage Loans and such ownership is free and clear of court before which any lien, security interest or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights to the Mortgage Loans, other than to Assignee, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to Assigneeproceeding therefor may be brought. (b) The registered office and principal place of business of the Assignor is located in Hamilton, Bermuda. (c) The execution, delivery and performance of this Assignment Agreement and the Station Purchase Agreement by Assignor are within Assignor's power and authoritythe compliance by Assignor with the provisions hereof and thereof, have been duly authorized by all necessary action and do not and will not (iwith or without notice or lapse of time, or both) require conflict with, or result in any authorization which has not been obtainedviolation of, (ii) contravene the articles or default under, or give rise to any right of incorporation termination, cancellation or by-laws acceleration of the Assignorany obligation under any loan or credit agreement, any note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable laws to Assignor or any agreement of its properties or restriction binding on or affecting Assignor or its propertyassets, other than any such conflicts, violations, defaults, or (iii) result in or require the creation or imposition of any lien or right of others upon or with respect to any property now other effects which, individually or in the future owned by Assignor aggregate, do not and will not prevent, restrict or impede Assignor’s performance of its obligations under and compliance with the provisions of this Agreement, the Station Purchase Agreement and the other transaction documents executed in connection herewith and therewith. (c) Subject to obtaining the necessary FCC Consent, no consent, approval, order or authorization of, or registration, declaration or filing with, any governmental or regulatory authority or any other person or entity (other than liens created in favor any of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivered, will constitute the legal, valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the rights of creditors generally. (d) The originals (including duplicate originals, if any) of all the Mortgage Loan Documents, have been simultaneously herewith delivered to the Bank as custodian for Assignee (except for any loan documents foregoing which have been obtained and, at the date in question, are then in effect) is required under existing laws as a condition to the execution, delivery or will be submitted to public officials for filing or recording and policies performance of title or other insurance which have not yet been received this Agreement by Assignor, which in either case will be delivered directly to the Bank or forthwith turned over to the Bank as and when received by the Assignor).

Representations and Warranties of Assignor. Assignor represents hereby makes the following representations and warrants warranties to Assignee as followsof the date hereof, all of which shall survive the consummation of the assignment of the Lease: (a) Assignor A true, correct and complete copy of the Lease (iexcluding, however, the First Amendment to Lease) is attached hereto as Exhibit A. There are no modifications, supplements, arrangements, or understandings, oral or written of any sort, modifying, amending, altering, supplementing or changing the sole owner terms of the Mortgage Loans and such ownership is free and clear of any lienLease, security interest or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights except for the First Amendment to the Mortgage Loans, other than to Assignee, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to AssigneeLease. (b) The registered office and principal place of business of the Assignor is located the current holder of a tenant’s interest in Hamiltonthe Lease and Assignor has not transferred, Bermudaconveyed, assigned, mortgaged or otherwise encumbered any of its right, title or interest in, to or under the Lease. (c) The executionLease is in full force and effect; to the best of Assignor’s knowledge, delivery and performance of this Assignment by Assignor are within Assignor's power and authority, have been duly authorized by all necessary action and do not and will not (i) require any authorization which has not been obtained, (ii) contravene there is no existing default under the articles of incorporation or by-laws Lease on the part of the AssignorMaster Landlord and no event has occurred and no condition exists which, any applicable laws with notice or any agreement or restriction binding on or affecting Assignor or its propertythe passage of time, or (iii) result in or require both, would constitute a default under the creation or imposition Lease on the part of any lien or right the Master Landlord; and there is no existing default under the Lease on the part of others upon or Assignor and no event has occurred and no condition exists which, with respect to any property now or in the future owned by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder notice or the enforcement by Assignee passage of its remedies time, or both, would constitute a default under this Assignment. This Assignment, when executed and delivered, will constitute the legal, valid and binding obligation Lease on the part of Assignor enforceable against Assignor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the rights of creditors generallyAssignor. (d) The originals Assignor has been duly organized and is validly existing and in good standing under the laws of the State of Delaware and is duly qualified to do business in and is in good standing under the laws of the State of California. Assignor has the full right and authority to enter into this Assignment and to consummate the transaction contemplated by this Assignment. (including duplicate originalse) This Assignment and all instruments, if anydocuments and agreements to be executed by Assignor in connection herewith are, or when delivered shall be, duly authorized, executed and delivered by Assignor and are, or when delivered shall be, valid, binding and enforceable obligations of Assignor. (f) of all Other than the Mortgage Loan DocumentsMaster Landlord Consent, have been simultaneously herewith delivered to the Bank as custodian for Assignee (except for any loan documents which have been no consent or will be submitted to public officials for filing or recording and policies of title approval or other insurance which have not yet been received authorization of any person or entity and no waiver of any right by any person or entity is required to authorize or permit, or is otherwise required as a condition of the execution and delivery and performance of, this Assignment by Assignor. (g) To Assignor’s knowledge and belief, which the Premises are in either case will be delivered directly to good condition and repair, and Assignor has maintained the Bank Premises in accordance with the terms of the Lease. (h) Assignor has no knowledge of the existence of any Hazardous Materials in or forthwith turned over to about the Bank as Premises and when received by Assignor has at all times complied with the terms of the Lease regarding Assignor)’s handling, use, storage and disposal of Hazardous Materials in or about the Premises and the Building. Master Landlord is an express third party beneficiary of Assignor’s representations and warranties set forth above.

Representations and Warranties of Assignor. Assignor hereby represents and warrants as followsto Assignee that: (a) a. Assignor (i) is duly organized, validly existing and in good standing under the laws of Delaware. b. Assignor has the requisite power and authority to enter into this Assignment, to perform its obligations hereunder and to consummate the transactions contemplated hereby. All limited liability company acts and other proceedings required to be taken by Assignor or its affiliates to authorize the execution and delivery of this Assignment, the performance by Assignor of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly and properly taken. This Assignment has been duly executed and delivered by Assignor and, assuming due authorization, execution and delivery by each Assignee, constitutes a legal, valid and binding obligation of Assignor, enforceable in accordance with its terms and conditions. c. Assignor is the sole and exclusive record and beneficial owner of of, and has good and marketable title to, the Mortgage Loans and such ownership is Transferred Interest, free and clear of all Liens. Upon the consummation of the assignment contemplated herein, Assignee will acquire sole and exclusive record and beneficial ownership of, and good and valid title to, the Transferred Interest, free and clear of all Liens. Other than the Transferred Interest, neither Assignor nor any lienof its affiliates owns or holds, security interest beneficially or other encumbranceof record, (ii) has not granted any participation equity or other interest or assignmentin TLG-H. During TLG-H’s ownership of the Acquired Securities, other option or rights to the Mortgage Loansneither TLG-H nor Assignor has taken any action that resulted in TLG-H having any liabilities, other than to Assigneede minimis obligations incurred in connection with its organization, and (iii) has not pledged, collaterally assigned or otherwise hypothecated acquiring any interest therein or agreed to do soassets, other than its rights under the Contract Rights Assignment, or being subject to Assigneeany Liens. (b) The registered office d. Neither the execution and principal place of business of the Assignor is located in Hamilton, Bermuda. (c) The execution, delivery and performance of this Assignment by Assignor are within Assignor's power and authority, have been duly authorized by all necessary action and do not and nor the consummation of the transactions contemplated hereby will not (i) require notice to or the consent of any authorization which has not been obtainedentity or person, (ii) contravene the articles violate or conflict with any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of incorporation any government, governmental agency or by-laws of the Assignor, any applicable laws court to which Assignor or any agreement or restriction binding on or affecting Assignor or of its propertyaffiliates is subject, or (iii) result in any breach under or require otherwise violate or conflict with any provision of Assignor’s or any of its affiliates’ organizational documents. e. In connection with the creation or imposition Securities Purchase Agreement (the “Zabeel Agreement”) dated as of any lien or right of others upon or November [ ], 2011 by and between Zabeel Investments Inc., Zabeel Investments (L.L.C.), a Dubai limited liability company (each, a “Seller” and collectively, the “Sellers”), Assignor and MGLLC, the Sellers represented and warranted to the Assignor the following with respect to any property now or in the future owned by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivered, will constitute the legal, valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the rights of creditors generally. (d) The originals (including duplicate originals, if any) of all the Mortgage Loan Documents, have been simultaneously herewith delivered to the Bank as custodian for Assignee (except for any loan documents which have been or will be submitted to public officials for filing or recording and policies of title or other insurance which have not yet been received by Assignor, which in either case will be delivered directly to the Bank or forthwith turned over to the Bank as and when received by the Assignor).Acquired Securities:

Representations and Warranties of Assignor. Assignor represents and warrants as followsthat: (a) Assignor (i) it is a company duly organized, validly existing in good standing under the sole owner Laws of Germany and has the Mortgage Loans requisite power, authority and such ownership is free legal right to enter into and clear of any lien, security interest or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights to carry out the Mortgage Loans, other than to Assignee, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to Assignee.transactions contemplated hereby; (b) The registered office and principal place of business of the Assignor is located in Hamilton, Bermuda. (c) The execution, delivery and performance of this Assignment by Assignor are within Assignor's power and authority, have Agreement has been duly authorized by all necessary action and do not and will not (i) require any authorization which has not been obtainedauthorized, (ii) contravene the articles of incorporation or by-laws of the Assignor, any applicable laws or any agreement or restriction binding on or affecting Assignor or its property, or (iii) result in or require the creation or imposition of any lien or right of others upon or with respect to any property now or in the future owned by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivered, will constitute delivered by it and constitutes the legal, valid and binding obligation of Assignor Assignor, enforceable against Assignor it in accordance with its terms; (c) no action or proceeding is pending, except as enforcement may be limited has been instituted or, to the knowledge of Assignor, is threatened, before any court or governmental agency, nor has any order, judgment or decree been issued or, to the knowledge of Assignor, is threatened by bankruptcy, insolvency any court or other similar laws affecting governmental agency which would materially adversely affect the rights ability of creditors generally.Assignor to complete and consummate its obligations contemplated hereby; (d) The originals the Trust Estate is free of Lessor Liens attributable to it; (including duplicate originalse) it has fully performed all of its obligations under the Participation Agreement and under each other Operative Agreement to which it is a party or by which it is bound, which obligations by their terms are required to be satisfied or performed prior to the Effective Date; (f) neither the execution, delivery and performance by it of this Agreement, nor compliance by it with any of the provisions thereof requires or will require any approval of its stockholders, or approval or consent of any trustees or holders of any indebtedness or obligations of it or contravenes or will contravene any law or any order of any court or governmental authority or agency applicable to or binding on it or contravenes or will contravene the provisions of, or constitute a default under, its Certificate of Incorporation or By-Laws or any indenture, mortgage, contract or any agreement or instrument to which it is a party or by which it or any of its property may be bound or affected; (g) no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body (other than as required by the Act, or the regulations promulgated thereunder) is required for the due execution, delivery or performance by it of this Agreement or, if anyso required, has been obtained or effected; and (h) the transfer to Assignee of all of the Mortgage Loan DocumentsAssignor's right, have been simultaneously herewith delivered title and interest as Owner Participant will not violate any provision of the Act. Notwithstanding the foregoing, no representation is being made in this Section 8 with respect to the Bank as custodian for Assignee (except for any loan documents which have been or will be submitted to public officials for filing or recording and policies absence of title or other insurance which have not yet been received by Assignor, which in either case will be delivered directly to the Bank or forthwith turned over to the Bank as and when received by the Assignor).violations of ERISA;

Representations and Warranties of Assignor. Assignor represents and warrants as follows: (a) Assignor (i) is the sole owner of the Mortgage Loans and such ownership is free and clear of any lien, security interest or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights to the Mortgage Loans, other than to Assignee, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to Assignee. (b) The registered office and principal place of business of the Assignor is located in HamiltonChicago, BermudaIllinois. (c) The execution, delivery and performance of this Assignment by Assignor are within Assignor's power and authority, have been duly authorized by all necessary action and do not and will not (i) require any authorization which has not been obtained, (ii) contravene the articles of incorporation charter or by-laws of the Assignor, any applicable laws or any agreement or restriction binding on or affecting Assignor or its property, or (iii) result in or require the creation or imposition of any lien or right of others upon or with respect to any property now or in the future owned by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivered, will constitute the legal, valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the rights of creditors generally. (d) The originals (including duplicate originals, if any) of all the Mortgage Loan Documents, have been endorsed in blank and simultaneously herewith delivered to the Bank Custodian as custodian for Assignee (except for any loan documents which have been or will be submitted to public officials for filing or recording and policies of title or other insurance which have not yet been received by Assignor, which in either case will be delivered directly to the Bank or forthwith turned over to the Bank Custodian as and when received by the Assignor).

Representations and Warranties of Assignor. Assignor represents and warrants as follows: (a) Assignor (i) is the sole owner of the Mortgage Loans and such ownership is free and clear of any lien, security interest or other encumbrance, (ii) has not granted any participation or other interest or assignment, other option or rights to the Mortgage Loans, other than to Assignee, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to Assignee. (b) The registered office and principal place of business of the Assignor is located in HamiltonXxxxxxxx, Bermuda. (c) The execution, delivery and performance of this Assignment by Assignor are within Assignor's ’s power and authority, have been duly authorized by all necessary action and do not and will not (i) require any authorization which has not been obtained, (ii) contravene the articles of incorporation or by-laws of the Assignor, any applicable laws or any agreement or restriction binding on or affecting Assignor or its property, or (iii) result in or require the creation or imposition of any lien or right of others upon or with respect to any property now or in the future owned by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivered, will constitute the legal, valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the rights of creditors generally. (d) The originals (including duplicate originals, if any) of all the Mortgage Loan Documents, have been simultaneously herewith delivered to the Bank as custodian for Assignee (except for any loan documents which have been or will be submitted to public officials for filing or recording and policies of title or other insurance which have not yet been received by Assignor, which in either case will be delivered directly to the Bank or forthwith turned over to the Bank as and when received by the Assignor).

Representations and Warranties of Assignor. Assignor Assignor, as of the date hereof, hereby represents and warrants to Assignee as follows: (a) Assignor is a Delaware limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was formed; (ib) The execution and delivery of this Assignment Agreement by Assignor, and the performance of, and compliance with, the terms of this Assignment Agreement by Assignor, will not violate its organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which Assignor is a party or that is applicable to Assignor, in each case which materially and adversely affect its ability to carry out the transactions contemplated by this Assignment Agreement; (c) Assignor is the sole legal owner of the Mortgage Loans Option and such ownership is the Option Agreement, free and clear of any lien, security interest pledge, hypothecation, encumbrance or other encumbrance, (ii) adverse interest that is not being released contemporaneously herewith and Assignor has not granted any participation or other interest or assignment, other option or rights the right to the Mortgage Loans, other than to Assignee, and (iii) has not pledged, collaterally assigned or otherwise hypothecated any interest therein or agreed to do so, other than to Assignee.enter into this Agreement; (bd) The registered office Assignor has the full power and principal place of business of authority to enter into and consummate all transactions contemplated by this Assignment Agreement, has duly authorized the Assignor is located in Hamilton, Bermuda. (c) The execution, delivery and performance of this Assignment by Assignor are within Assignor's power Agreement and authority, have been has duly authorized by all necessary action and do not and will not (i) require any authorization which has not been obtained, (ii) contravene the articles of incorporation or by-laws of the Assignor, any applicable laws or any agreement or restriction binding on or affecting Assignor or its property, or (iii) result in or require the creation or imposition of any lien or right of others upon or with respect to any property now or in the future owned by Assignor (other than liens created in favor of Assignee hereunder). No authorization which has not been obtained is required for the assignment hereunder or the enforcement by Assignee of its remedies under this Assignment. This Assignment, when executed and delivered, will constitute the delivered this Assignment Agreement; (e) This Assignment Agreement is Assignor’s legal, valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the rights of creditors generally.; and (df) The originals (including duplicate originalsAssignor is not in violation of, if any) and its execution and delivery of all this Assignment Agreement and Assignor’s performance of, and compliance with, the Mortgage Loan Documentsterms of this Assignment Agreement will not constitute a violation of, have been simultaneously herewith delivered to the Bank as custodian for Assignee (except for any loan documents which have been law, any order or will be submitted to public officials for filing decree of any court or recording and policies arbiter, or any order, regulation or demand of title any federal, state or other insurance which have not yet been received by Assignorlocal government or regulatory authority, which violation, in either case will be delivered directly Assignor’s good faith and reasonable judgment, is likely to affect materially and adversely the Bank or forthwith turned over ability of Assignor to the Bank as and when received by the Assignor)perform its obligations under this Assignment Agreement.