Common use of Representations and Warranties of Issuer Clause in Contracts

Representations and Warranties of Issuer. The Issuer represents and warrants that: (a) the Issuer has been duly formed and is validly existing as a statutory trust in good standing under the laws of the State of Delaware, and has full power and authority to execute and deliver this Terms Document and to perform the terms and provisions hereof; (b) the execution, delivery and performance of this Terms Document by the Issuer have been duly authorized by all necessary limited liability company and statutory trust proceedings of the Beneficiary and the Owner Trustee, do not require any approval or consent of any governmental agency or authority and do not and will not conflict with any material provision of the Certificate of Trust or the Trust Agreement of the Issuer; (c) this Terms Document is the valid, binding and enforceable obligation of the Issuer, except as the same may be limited by receivership, insolvency, reorganization, moratorium or other laws relating to the enforcement of creditors’ rights generally or by general equity principles; (d) to the best of the Issuer’s knowledge, this Terms Document will not conflict with any law or governmental regulation or court decree applicable to it; (e) the Issuer is not required to be registered under the Investment Company Act; (f) all information heretofore furnished by the Issuer in writing to the Indenture Trustee for purposes of or in connection with this Terms Document or any transaction contemplated hereby is, and all such information hereafter furnished by the Issuer in writing to the Indenture Trustee will be, true and accurate in every material respect or based on reasonable estimates on the date as of which such information is stated or certified; and (g) to the best knowledge of the Issuer, there are no proceedings or investigations pending against the Issuer before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Issuer (i) asserting the invalidity of this Terms Document, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Terms Document or (iii) seeking any determination or ruling which in the Issuer’s judgment would materially and adversely affect the performance by the Issuer of its obligations under this Terms Document or the validity or enforceability of this Terms Document.

Representations and Warranties of Issuer. The Issuer represents and warrants that: (a) the Issuer has been duly formed and is validly existing as a statutory trust in good standing under the laws of the State of Delaware, and has full power and authority to execute and deliver this Terms Document and to perform the terms and provisions hereof; (b) the execution, delivery and performance of this Terms Document by the Issuer have been duly authorized by all necessary limited liability company corporate and statutory trust proceedings of the any Beneficiary and the Owner Trustee, do not require any approval or consent of any governmental agency or authority authority, and do not and will not conflict with any material provision of the Certificate of Trust or the Trust Agreement of the Issuer; (c) this Terms Document is the valid, binding and enforceable obligation obligations of the Issuer, except as the same may be limited by receivership, insolvency, reorganization, moratorium or other laws relating to the enforcement of creditors’ rights generally or by general equity principles; (d) to the best of the Issuer’s knowledge, this Terms Document will not conflict with any law or governmental regulation or court decree applicable to it; (e) the Issuer is not required to be registered under the Investment Company Act; (f) all information heretofore furnished by the Issuer in writing to the Indenture Trustee for purposes of or in connection with this Terms Document or any transaction contemplated hereby is, and all such information hereafter furnished by the Issuer in writing to the Indenture Trustee will be, true and accurate in every material respect or based on reasonable estimates on the date as of which such information is stated or certified; and (g) to the best knowledge of the Issuer, there are no proceedings or investigations pending against the Issuer before any court, regulatory body, administrative agency agency, or other tribunal or governmental instrumentality having jurisdiction over the Issuer (iA) asserting the invalidity of this Terms Document, (iiB) seeking to prevent the consummation of any of the transactions contemplated by this Terms Document or (iiiC) seeking any determination or ruling which in the Issuer’s judgment would materially and adversely affect the performance by the Issuer of its obligations under this Terms Document or the validity or enforceability of this Terms Document.

Representations and Warranties of Issuer. The Issuer represents and warrants that: (a) the Issuer has been duly formed and is validly existing as a statutory trust in good standing under the laws of the State of Delaware, and has full power and authority to execute and deliver this Terms Document and to perform the terms and provisions hereof; (b) the execution, delivery and performance of this Terms Document by the Issuer have been duly authorized by all necessary limited liability company corporate and statutory trust proceedings of the any Beneficiary and the Owner Trustee, do not require any approval or consent of any governmental agency or authority authority, and do not and will not conflict with any material provision of the Certificate of Trust or the Trust Agreement of the Issuer; (c) this Terms Document is the valid, binding and enforceable obligation of the Issuer, except as the same may be limited by receivership, insolvency, reorganization, moratorium or other laws relating to the enforcement of creditors’ rights generally or by general equity principles; (d) to the best of the Issuer’s knowledge, this Terms Document will not conflict with any law or governmental regulation or court decree applicable to it; (e) the Issuer is not required to be registered under the Investment Company Act; (f) all information heretofore furnished by the Issuer in writing to the Indenture Trustee for purposes of or in connection with this Terms Document or any transaction contemplated hereby is, and all such information hereafter furnished by the Issuer in writing to the Indenture Trustee will be, true and accurate in every material respect or based on reasonable estimates on the date as of which such information is stated or certified; and (g) to the best knowledge of the Issuer, there are no proceedings or investigations pending against the Issuer before any court, regulatory body, administrative agency agency, or other tribunal or governmental instrumentality having jurisdiction over the Issuer (iA) asserting the invalidity of this Terms Document, (iiB) seeking to prevent the consummation of any of the transactions contemplated by this Terms Document or (iiiC) seeking any determination or ruling which in the Issuer’s judgment would materially and adversely affect the performance by the Issuer of its obligations under this Terms Document or the validity or enforceability of this Terms Document.

Representations and Warranties of Issuer. The Issuer represents and warrants that: (a) the Issuer has been duly formed and is validly existing as a statutory trust in good standing under the laws of the State of Delaware, and has full power and authority to execute and deliver this Terms Document and to perform the terms and provisions hereof; (b) the execution, delivery and performance of this Terms Document by the Issuer have been duly authorized by all necessary limited liability company and statutory trust proceedings of the Beneficiary and the Owner Trustee, do not require any approval or consent of any governmental agency or authority and do not and will not conflict with any material provision of the Certificate of Trust or the Trust Agreement of the Issuer; (c) this Terms Document is the valid, binding and enforceable obligation of the Issuer, except as the same may be limited by receivership, insolvency, reorganization, moratorium or other laws relating to the enforcement of creditors’ rights generally or by general equity principles; (d) to the best of the Issuer’s knowledge, this Terms Document will not conflict with any law or governmental regulation or court decree applicable to it; (e) the Issuer is not required to be registered under the Investment Company Act; (f) all information heretofore furnished by the Issuer in writing to the Indenture Trustee for purposes of or in connection with this Terms Document or any transaction contemplated hereby is, and all such information hereafter furnished by the Issuer in writing to the Indenture Trustee will be, true and accurate in every material respect or based on reasonable estimates on the date as of which such information is stated or certified; and (g) to the best knowledge of the Issuer, there are no proceedings or investigations pending against the Issuer before any court, regulatory body, administrative agency agency, or other tribunal or governmental instrumentality having jurisdiction over the Issuer (iA) asserting the invalidity of this Terms Document, (iiB) seeking to prevent the consummation of any of the transactions contemplated by this Terms Document or (iiiC) seeking any determination or ruling which in the Issuer’s judgment would materially and adversely affect the performance by the Issuer of its obligations under this Terms Document or the validity or enforceability of this Terms Document.

Representations and Warranties of Issuer. The Issuer represents and warrants that: (a) the Issuer has been duly formed and is validly existing as a statutory trust in good standing under the laws of the State of Delaware, and has full power and authority to execute and deliver this Terms Document and to perform the terms and provisions hereof; (b) the execution, delivery and performance of this Terms Document by the Issuer have been duly authorized by all necessary limited liability company and statutory trust proceedings of the Beneficiary and the Owner Trustee, do not require any approval or consent of any governmental agency or authority authority, and do not and will not conflict with any material provision of the Certificate of Trust or the Trust Agreement of the Issuer; (c) this Terms Document is the valid, binding and enforceable obligation of the Issuer, except as the same may be limited by receivership, insolvency, reorganization, moratorium or other laws relating to the enforcement of creditors’ rights generally or by general equity principles; (d) to the best of the Issuer’s knowledge, this Terms Document will not conflict with any law or governmental regulation or court decree applicable to it; (e) the Issuer is not required to be registered under the Investment Company Act; (f) all information heretofore furnished by the Issuer in writing to the Indenture Trustee for purposes of or in connection with this Terms Document or any transaction contemplated hereby is, and all such information hereafter furnished by the Issuer in writing to the Indenture Trustee will be, true and accurate in every material respect or based on reasonable estimates on the date as of which such information is stated or certified; and (g) to the best knowledge of the Issuer, there are no proceedings or investigations pending against the Issuer before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Issuer (iA) asserting the invalidity of this Terms Document, (iiB) seeking to prevent the consummation of any of the transactions contemplated by this Terms Document or (iiiC) seeking any determination or ruling which in the Issuer’s judgment would materially and adversely affect the performance by the Issuer of its obligations under this Terms Document or the validity or enforceability of this Terms Document.

Representations and Warranties of Issuer. The Issuer represents and warrants that: (a) the Issuer has been duly formed and is validly existing as a statutory trust in good standing under the laws of the State of Delaware, and has full power and authority to execute and deliver this Terms Document and to perform the terms and provisions hereof; (b) the execution, delivery and performance of this Terms Document by the Issuer have been duly authorized by all necessary limited liability company corporate and statutory trust proceedings of the any Beneficiary and the Owner Trustee, do not require any approval or consent of any governmental agency or authority authority, and do not and will not conflict with any material provision of the Certificate of Trust or the Trust Agreement of the Issuer; (c) this Terms Document is the valid, binding and enforceable obligation of the Issuer, except as the same may be limited by receivership, insolvency, reorganization, moratorium or other laws relating to the enforcement of creditors’ rights generally or by general equity principles; (d) to the best of the Issuer’s knowledge, this Terms Document will not conflict with any law or governmental regulation or court decree applicable to it; (e) the Issuer is not required to be registered under the Investment Company Act; (f) all information heretofore furnished by the Issuer in writing to the Indenture Trustee for purposes of or in connection with this Terms Document or any transaction contemplated hereby is, and all such information hereafter furnished by the Issuer in writing to the Indenture Trustee will be, true and accurate in every material respect or based on reasonable estimates on the date as of which such information is stated or certified; and (g) to the best knowledge of the Issuer, there are no proceedings or investigations pending against the Issuer before any court, regulatory body, administrative agency agency, or other tribunal or governmental instrumentality having jurisdiction over the Issuer (i) asserting the invalidity of this Terms Document, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Terms Document or (iii) seeking any determination or ruling which in the Issuer’s judgment would materially and adversely affect the performance by the Issuer of its obligations under this Terms Document or the validity or enforceability of this Terms Document.

Representations and Warranties of Issuer. The Issuer represents and warrants that: (a) the Issuer has been duly formed and is validly existing as a statutory trust in good standing under the laws of the State of Delaware, and has full power and authority to execute and deliver this Terms Document and to perform the terms and provisions hereof; (b) the execution, delivery and performance of this Terms Document by the Issuer have been duly authorized by all necessary limited liability company corporate and statutory trust proceedings of the any Beneficiary and the Owner Trustee, do not require any approval or consent of any governmental agency or authority and do not and will not conflict with any material provision of the Certificate of Trust or the Trust Agreement of the Issuer; (c) this Terms Document is the valid, binding and enforceable obligation of the Issuer, except as the same may be limited by receivership, insolvency, reorganization, moratorium or other laws relating to the enforcement of creditors’ rights generally or by general equity principles; (d) to the best of the Issuer’s knowledge, this Terms Document will not conflict with any law or governmental regulation or court decree applicable to it; (e) the Issuer is not required to be registered under the Investment Company Act; (f) all information heretofore furnished by the Issuer in writing to the Indenture Trustee for purposes of or in connection with this Terms Document or any transaction contemplated hereby is, and all such information hereafter furnished by the Issuer in writing to the Indenture Trustee will be, true and accurate in every material respect or based on reasonable estimates on the date as of which such information is stated or certified; and (g) to the best knowledge of the Issuer, there are no proceedings or investigations pending against the Issuer before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Issuer (i) asserting the invalidity of this Terms Document, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Terms Document or (iii) seeking any determination or ruling which in the Issuer’s judgment would materially and adversely affect the performance by the Issuer of its obligations under this Terms Document or the validity or enforceability of this Terms Document.

Representations and Warranties of Issuer. The Issuer represents and warrants thatto the Holder as follows: (a) the a. Issuer has been is a corporation duly formed and is organized, validly existing as a statutory trust and in good standing under the laws of the State of Delaware, and Nevada. b. Issuer has full all necessary corporate power and authority to execute enter into and deliver carry out this Terms Document Agreement. All corporate actions and to perform proceedings on the terms part of Issuer, its directors and provisions hereof; (b) shareholders necessary for the authorization, execution, delivery and performance by Issuer of this Terms Document by Agreement and the Issuer transactions contemplated hereby, including, without limitation, the authorization, issuance and delivery of the Exchange Shares, have been duly authorized by all necessary limited liability company lawfully and statutory trust proceedings of the Beneficiary and the Owner Trustee, do not require any approval or consent of any governmental agency or authority and do not and will not conflict with any material provision of the Certificate of Trust or the Trust validly taken. This Agreement of the Issuer; (c) this Terms Document is the valid, valid and binding and enforceable obligation of the Issuer, enforceable in accordance with its terms, except as the same such enforcement may be limited by receivershipbankruptcy, insolvency, reorganization, moratorium or other laws and principles now or hereafter in effect relating to or affecting the enforcement of creditors’ ' rights generally in general and by general principles of equity and except that the enforcement of the indemnity provisions of Paragraph 5 may be limited by federal or state securities laws, other laws or the public policy underlying any such laws. c. Upon the Exchange, the Exchange Shares will be duly authorized, validly issued, fully paid and non-assessable, and will be free of any liens, charges, encumbrances, restrictions on transfer or preemptive rights (except such that arise by acts of the Holder, under federal, state or foreign securities laws or that exist by reason of any agreement heretofore entered into between the Holder and the Issuer) (each, a "Lien"). d. Neither the execution, delivery and performance by Issuer of this Agreement, the consummation of the transactions contemplated hereby nor the issuance of the Exchange Shares will: (i) violate any provision of Issuer's Articles of Incorporation, as amended from time to time, or Issuer's By-Laws; (ii) violate any provision of any statute or law or any judgment, decree, order, regulation or rule of any court or governmental authority to which Issuer or any of its properties or assets is subject, which violation could have, singly or in the aggregate, a material adverse effect on the business, properties, condition (financial or otherwise), results of operations or prospects of Issuer; or (iii) violate, breach, constitute a default under, permit the termination or acceleration of, or result in the creation of any Liens upon the Exchange Shares or any material property of Issuer under any agreement, instrument or obligation to which Issuer is a party or by general equity principles;which it or any of its properties or assets is bound, which violation, breach, default, termination acceleration or Lien could have, singly or in the aggregate, any material adverse effect on the business, properties, condition (financial or otherwise), results of operations or prospects of Issuer. (d) to the best of the Issuer’s knowledge, this Terms Document will not conflict with any law or governmental regulation or court decree applicable to it; (e) the e. Issuer is not required to be registered under the Investment Company Act; (f) all information heretofore furnished by the Issuer in writing to the Indenture Trustee for purposes of or in connection with this Terms Document or any transaction contemplated hereby is, and all such information hereafter furnished by the Issuer in writing to the Indenture Trustee will be, true and accurate in every material respect or based on reasonable estimates on the date as of which such information is stated or certified; and (g) to the best knowledge of the Issuer, there are no proceedings or investigations pending against the Issuer before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Issuer violation of: (i) asserting its Articles of Incorporation or By-Laws as in effect on the invalidity effective date of this Terms Document, Agreement; (ii) seeking any statute or law or any judgment, decree, order, regulation or rule of any court or governmental authority, which violation could have, singly or in the aggregate, a material adverse effect on the business, properties, condition (financial or otherwise), results of operations or prospects of Issuer; or (iii) any material agreement to prevent which Issuer is a party or by which any of its properties or assets is bound, which violation could have, singly or in the aggregate, a material adverse effect on the business, properties, condition (financial or otherwise), results of operations or prospects of Issuer. f. No notice to or filing with, and no authorization, consent or approval of, any domestic or foreign court or any public or governmental body or authority is necessary for the consummation of any by Issuer of the transactions contemplated by this Terms Document Agreement or the issuance of the Exchange Shares except: (i) as may be required under the Securities Act of 1933, as amended (the "1933 Act"), the securities or Blue Sky laws of any jurisdiction or the corporate laws of the State of Nevada, (ii) notices or filings of which the failure to give or make, or authorizations, consents and approvals of which the failure to obtain, is based on information given to Issuer by the Holder with respect to the Holder or its business, operations or ownership; and (iii) seeking any determination notices or ruling filings of which the failure to give or make, and authorizations, consents and approvals of which the failure to obtain, would not individually or in the Issuer’s judgment would materially and aggregate, have a material adverse effect on the business, properties, condition (financial or otherwise), results of operations or prospects of Issuer or adversely affect the performance operations or prospects of Issuer to consummate the transactions contemplated by the Issuer of its obligations under this Terms Document or the validity or enforceability of this Terms DocumentAgreement.

Representations and Warranties of Issuer. The Issuer represents and warrants that: (a) the Issuer has been duly formed and is validly existing as a statutory trust in good standing under the laws of the State of Delaware, and has full power and authority to execute and deliver this Terms Document and to perform the terms and provisions hereof; (b) the execution, delivery and performance of this Terms Document by the Issuer have been duly authorized by all necessary limited liability company and statutory trust proceedings of the Beneficiary and the Owner Trustee, do not require any approval or consent of any governmental agency or authority and do not and will not conflict with any material provision of the Certificate of Trust or the Trust Agreement of the Issuer; (c) this Terms Document is the valid, binding and enforceable obligation of the Issuer, except as the same may be limited by receivership, insolvency, reorganization, moratorium or other laws relating to the enforcement of creditors’ rights generally or by general equity principles; (d) to the best of the Issuer’s knowledge, this Terms Document will not conflict with any law or governmental regulation or court decree applicable to it; (e) the Issuer is not required to be registered under the Investment Company Act; (f) all information heretofore furnished by the Issuer in writing to the Indenture Trustee for purposes of or in connection with this Terms Document or any transaction contemplated hereby is, and all such information hereafter furnished by the Issuer in writing to the Indenture Trustee will be, true and accurate in every material respect or based on reasonable estimates on the date as of which such information is stated or certified; and (g) to the best knowledge of the Issuer, there are no proceedings or investigations pending against the Issuer before any court, regulatory body, administrative agency agency, or other tribunal or governmental instrumentality having jurisdiction over the Issuer (i) asserting the invalidity of this Terms Document, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Terms Document or (iii) seeking any determination or ruling which in the Issuer’s judgment would materially and adversely affect the performance by the Issuer of its obligations under this Terms Document or the validity or enforceability of this Terms Document.

Representations and Warranties of Issuer. The Issuer represents and warrants that: (a) the 2.1 The Issuer has been is a limited partnership duly formed and is organized, validly existing as a statutory trust and in good standing under the laws of the State jurisdiction of Delaware, its organization and has full all the requisite power and authority to execute execute, deliver and deliver perform its obligations under the Notes, this Terms Document Agreement and the Issuing and Paying Agency Agreement. 2.2 This Agreement and the Issuing and Paying Agency Agreement have been duly authorized, executed and delivered by the Issuer and constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject to perform applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.3 The Notes have been duly authorized, and when issued as provided in the Issuing and Paying Agency Agreement, will be duly and validly issued and will constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.4 The offer and sale of Notes in the manner contemplated hereby do not require registration of the Notes under the Securities Act, pursuant to the exemption from registration contained in Section 4(2) thereof, and no indenture in respect of the Notes is required to be qualified under the Trust Indenture Act of 1939, as amended. 2.5 The Notes will rank at least pari passu with all other unsecured and unsubordinated indebtedness of the Issuer. 2.6 No consent or action of, or filing or registration with, any governmental or public regulatory body or authority, including the SEC, is required to authorize, or is otherwise required in connection with the execution, delivery or performance of, this Agreement, the Notes or the Issuing and Paying Agency Agreement, except as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Notes. 2.7 Neither the execution and delivery of this Agreement and the Issuing and Paying Agency Agreement, nor the issuance of the Notes in accordance with the Issuing and Paying Agency Agreement, nor the fulfillment of or compliance with the terms and provisions hereof; (b) the execution, delivery and performance of this Terms Document hereof or thereof by the Issuer have been duly authorized by all necessary limited liability company and statutory trust proceedings Issuer, will (i) result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the Beneficiary and the Owner Trustee, do not require any approval properties or consent of any governmental agency or authority and do not and will not conflict with any material provision of the Certificate of Trust or the Trust Agreement of the Issuer; (c) this Terms Document is the valid, binding and enforceable obligation assets of the Issuer, except as or (ii) violate or result in a breach or a default under any of the same may be terms of the Issuer’s limited partnership agreement, any contract or instrument to which the Issuer is a party or by receivershipwhich it or its property is bound, insolvencyor any law or regulation, reorganizationor any order, moratorium writ, injunction or other laws relating decree of any court or government instrumentality, to which the Issuer is subject or by which it or its property is bound, which breach or default might have a material adverse effect on the condition (financial or otherwise), operations or business prospects of the Issuer or the ability of the Issuer to perform its obligations under this Agreement, the Notes or the Issuing and Paying Agency Agreement. 2.8 There is no litigation or governmental proceeding pending, or to the enforcement knowledge of the Issuer threatened, against or affecting the Issuer or any of its subsidiaries which could reasonably be expected to result in a material adverse change in the condition (financial or otherwise), operations or business prospects of the Issuer or the ability of the Issuer to perform its obligations under this Agreement, the Notes or the Issuing and Paying Agency Agreement. 2.9 The Issuer is not an “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. 2.10 Neither the Private Placement Memorandum nor the Company Information contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 2.11 Each (a) issuance of Notes by the Issuer hereunder and (b) amendment or supplement of the Private Placement Memorandum shall be deemed a representation and warranty by the Issuer to the Dealer, as of the date thereof, that, both before and after giving effect to such issuance and after giving effect to such amendment or supplement, (i) the representations and warranties given by the Issuer set forth above in this Section 2 remain true and correct on and as of such date as if made on and as of such date, (ii) in the case of an issuance of Notes, the Notes being issued on such date have been duly and validly issued and constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or by general equity principles; (dat law) to the best of the Issuer’s knowledge, this Terms Document will not conflict with any law or governmental regulation or court decree applicable to it; (e) the Issuer is not required to be registered under the Investment Company Act; (f) all information heretofore furnished by the Issuer in writing to the Indenture Trustee for purposes of or in connection with this Terms Document or any transaction contemplated hereby is, and all such information hereafter furnished by the Issuer in writing to the Indenture Trustee will be, true and accurate in every material respect or based on reasonable estimates on the date as of which such information is stated or certified; and (g) to the best knowledge of the Issuer, there are no proceedings or investigations pending against the Issuer before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Issuer (i) asserting the invalidity of this Terms Document, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Terms Document or (iii) seeking any determination or ruling which in the Issuer’s judgment would materially and adversely affect case of an issuance of Notes, since the performance by date of the most recent Private Placement Memorandum, there has been no material adverse change in the condition (financial or otherwise), operations or business prospects of the Issuer of its obligations under this Terms Document or which has not been disclosed to the validity or enforceability of this Terms DocumentDealer in writing.

Representations and Warranties of Issuer. The Issuer hereby represents and warrants thatto Purchaser as follows: (a) the Issuer has been is a corporation duly formed and is organized, validly existing as a statutory trust and in good standing under the laws of the State Republic of Delaware, the Xxxxxxxx Islands. Issuer has all requisite corporate power and authority to own and lease its assets and properties and to carry on its business as and in the places such assets and properties are now owned or leased and where such business is presently conducted except where the failure to have such power or authority would not have a material adverse effect on Issuer. (b) Issuer has full corporate power and authority to execute and deliver this Terms Document Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed by Issuer and constitutes the valid and legally binding obligation of Issuer enforceable in accordance with its terms and provisions hereof; conditions (b) the execution, delivery and performance of this Terms Document by the Issuer have been duly authorized by all necessary limited liability company and statutory trust proceedings of the Beneficiary and the Owner Trustee, do not require any approval or consent of any governmental agency or authority and do not and will not conflict with any material provision of the Certificate of Trust or the Trust Agreement of the Issuer; (c) this Terms Document is the valid, binding and enforceable obligation of the Issuer, except as the same such enforceability may be limited by receivershipbankruptcy, insolvency, reorganization, moratorium or other similar laws relating to the enforcement of affecting creditors’ rights generally or and by general equity equitable principles;). (dc) to Neither the best execution and delivery of this Agreement nor the consummation of the Issuer’s knowledge, this Terms Document transactions contemplated hereby will not conflict with (i) violate any law or other restriction of any governmental regulation entity to which Issuer is subject (except for any such violation that would not have a material adverse effect on Issuer) or court decree applicable any provision of such Issuer’s articles of incorporation or bylaws, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any Person the right to it; (e) accelerate, terminate, modify, or cancel, or require any notice under, any agreement, contract, lease, license, instrument, or other arrangement to which Issuer is a party or by which it is bound or to which any of its assets is subject, except as would not have a material adverse effect on Issuer. Assuming the accuracy of the representations made by Purchaser in connection with the transactions contemplated in this Agreement, Issuer is not required to give any notice to, make any filing with or obtain any authorization, consent or approval of any governmental entity in order for the Parties to consummate the transactions contemplated hereby, except as may be registered necessary as a result of any facts or circumstances relating solely to Purchaser or as would not have a material adverse effect on Issuer or its ability to consummate the transactions contemplated hereby. (d) The capitalization of Issuer consists of 50,000,000 authorized shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), 30,000,000 authorized shares of Class B Common Stock, and 5,000,000 authorized shares of preferred stock, par value $0.01 per share. As of the date of this Agreement, and without regard to the Class B Common Stock Offering, 11,270,196 shares of Class A Common Stock and 11,330,420 shares of Class B Common Stock are issued and outstanding. As of the date hereof, there are outstanding warrants to purchase 309,296 shares of Class A Common Stock, outstanding options to purchase 343,662 shares of Class A Common Stock and an additional 801,879 shares of Class A Common Stock reserved for issuance pursuant to awards under Issuer’s 2012 Equity Incentive Plan. When issued to Purchaser hereunder, all of the Investment Company Act;Issued Shares will be duly authorized, validly issued, fully paid and nonassessable. Except as set forth in this Section 2(d), there are no (x) shares of capital stock or other equity securities or voting securities of Issuer outstanding, (y) securities of Issuer convertible into or exchangeable for shares of capital stock or other equity securities or voting securities of Issuer outstanding, or (z) other than the Shareholders’ Agreement, the Registration Agreement, the Senior Notes Term Sheet, and any subscription agreements entered into in connection with the Class B Common Stock Offering, outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other contracts or commitments that could require Issuer to issue, sell or otherwise cause to become outstanding any Common Stock. (e) Issuer is not a party to any contract, agreement or understanding with any Person that would give rise to any claim against Purchaser for a brokerage commission, finder’s fee or like payment in connection with the transactions contemplated hereby. (f) all information heretofore furnished The terms of the purchase and sale of the Issued Shares by the Issuer to the Purchaser, including but not limited to the Purchase Price payable by the Purchaser for the Issued Shares, are no less favorable than that agreed between the Issuer and any other purchaser of Equity Securities in connection with the Class B Common Stock Offering, provided that if the Issuer or any of its representatives offered in writing to include, delete or modify any provisions in this Agreement and the Indenture Trustee for purposes of Purchaser declined to accept the offer or in connection with this Terms Document or any transaction contemplated hereby is, and all such information hereafter furnished by if the Issuer Purchaser requested in writing that any provisions be included, deleted or modified and the request was implemented, then the absence of any such offered inclusions, deletions or modifications or the implementation of any such requested inclusions, deletions or modifications shall not constitute a breach of this Section 2(f). For the avoidance of doubt, this Section 2(f) does not relate to any Equity Securities which may be issued to the Indenture Trustee will be, true and accurate Senior Notes Purchasers in every material respect or based on reasonable estimates on of the date as of which such information is stated or certified; andSenior Notes Commitment Fee. (g) to the best knowledge No stamp, transfer, ad valorem, value added or other tax is payable under current laws and regulations of the Issuer, there are no proceedings Xxxxxxxx Islands or investigations pending against any political subdivision or taxing authority thereof or therein in respect of the Issuer before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Issuer (i) asserting the invalidity execution and delivery of this Terms Document, (ii) seeking to prevent Agreement or the consummation of any issuance and delivery of the transactions Issued Shares in the manner contemplated by this Terms Document Agreement. (h) Under current laws and regulations of the Xxxxxxxx Islands and any political subdivision or (iii) seeking taxing authority thereof or therein, any determination amounts payable with respect to the Issued Shares upon liquidation of the Issuer or ruling which in upon redemption thereof, are not subject to Xxxxxxxx Islands income tax, and dividends and other distributions declared and payable on the Issuer’s judgment would materially and adversely affect the performance Issued Shares may be paid by the Issuer to the holder thereof in United States dollars that may be freely transferred out of its obligations the Xxxxxxxx Islands and all such payments made to holders thereof or therein who are non-residents of the Xxxxxxxx Islands will not be subject to income, withholding or other taxes under this Terms Document laws and regulations of the Xxxxxxxx Islands or any political subdivision or taxing authority thereof or therein and will otherwise be free and clear of any other tax, duty, withholding or deduction in the validity Xxxxxxxx Islands or enforceability any political subdivision or taxing authority thereof or therein and without the necessity of this Terms Documentobtaining any governmental authorization in the Xxxxxxxx Islands or any political subdivision or taxing authority thereof or therein.

Representations and Warranties of Issuer. The Issuer represents and warrants thatthat each acceptance by the Issuer of an offer for the purchase of Notes shall be deemed an affirmation by the Issuer that its representations and warranties set forth in this Article 2 are true and correct at the time of such acceptance: (a) the 2.1 The Issuer has been is a corporation duly formed and is organized, validly existing as a statutory trust and in good standing under the laws of the State jurisdiction of Delaware, its incorporation and has full all the requisite power and authority to execute execute, deliver and deliver perform its obligations under the Notes, this Terms Document Agreement and the Issuing and Paying Agency Agreement. 2.2 This Agreement and the Issuing and Paying Agency Agreement have been duly authorized, executed and delivered by the Issuer and constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject to perform applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.3 The Notes have been duly authorized, and when issued as provided in the Issuing and Paying Agency Agreement, will be duly and validly issued and will constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.4 The offer and sale of the Notes in the manner contemplated hereby do not require registration of the Notes under the Securities Act, pursuant to the exemption from registration contained in Section 4(2) thereof, and no indenture in respect of the Notes is required to be qualified under the Trust Indenture Act of 1939, as amended. 2.5 The Notes will rank at least pari passu with all other unsecured and unsubordinated indebtedness of the Issuer. 2.6 No consent or action of, or filing or registration with, any governmental or public regulatory body or authority, including the SEC, is required to authorize, or is otherwise required in connection with the execution, delivery or performance of, this Agreement, the Notes or the Issuing and Paying Agency Agreement, except as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Notes. 2.7 Neither the execution and delivery of this Agreement and the Issuing and Paying Agency Agreement, nor the issuance of the Notes in accordance with the Issuing and Paying Agency Agreement, nor the fulfillment of or compliance with the terms and provisions hereof; (b) the execution, delivery and performance of this Terms Document hereof or thereof by the Issuer have been duly authorized by all necessary limited liability company and statutory trust proceedings Issuer, will (i) result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the Beneficiary and the Owner Trustee, do not require any approval properties or consent of any governmental agency or authority and do not and will not conflict with any material provision of the Certificate of Trust or the Trust Agreement of the Issuer; (c) this Terms Document is the valid, binding and enforceable obligation assets of the Issuer, except as or (ii) violate or result in a breach or a default under any of the same may be limited terms of the Issuer’s charter documents or by-laws, any contract or instrument to which the Issuer is a party or by receivershipwhich it or its property is bound, insolvencyor any law or regulation, reorganizationor any order, moratorium writ, injunction or other laws relating decree of any court or government instrumentality, to which the Issuer is subject or by which it or its property is bound, which breach or default might have a material adverse effect on the ability of the Issuer to perform its obligations under this Agreement, the Notes or the Issuing and Paying Agency Agreement. 2.8 There is no litigation or governmental proceeding pending, or to the enforcement knowledge of the Issuer threatened, against or affecting the Issuer or any of its subsidiaries which might result in a material adverse change in the ability of the Issuer to perform its obligations under this Agreement, the Notes or the Issuing and Paying Agency Agreement. 2.9 The Issuer is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended. 2.10 Neither the Private Placement Memorandum nor the Issuer Information contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 2.11 Each (a) issuance of Notes by the Issuer hereunder and (b) amendment or supplement of the Private Placement Memorandum shall be deemed a representation and warranty by the Issuer to the Dealer, as of the date thereof, that, both before and after giving effect to such issuance and after giving effect to such amendment or supplement, (i) the representations and warranties given by the Issuer set forth in this Section 2 remain true and correct on and as of such date as if made on and as of such date, (ii) in the case of an issuance of Notes, the Notes being issued on such date have been duly and validly issued and constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or by general equity principles; at law), (diii) in the case of an issuance of Notes, since the date of the most recent Private Placement Memorandum, there has been no material adverse change in the condition (financial or otherwise) or operations of the Issuer which has not been disclosed to the best of the Issuer’s knowledge, this Terms Document will not conflict with any law or governmental regulation or court decree applicable to it; Dealer in writing and (eiv) the Issuer is not required to be registered under the Investment Company Act; (f) all information heretofore furnished by the Issuer in writing to the Indenture Trustee for purposes of or in connection with this Terms Document or any transaction contemplated hereby is, and all such information hereafter furnished by the Issuer in writing to the Indenture Trustee will be, true and accurate in every material respect or based on reasonable estimates on the date as of which such information is stated or certified; and (g) to the best knowledge of the Issuer, there are no proceedings or investigations pending against the Issuer before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Issuer (i) asserting the invalidity of this Terms Document, (ii) seeking to prevent the consummation default of any of the transactions contemplated by this Terms Document or (iii) seeking any determination or ruling which in the Issuer’s judgment would materially and adversely affect the performance by the Issuer of its obligations hereunder, under this Terms Document the Notes or the validity or enforceability of this Terms DocumentIssuing and Paying Agency Agreement.

Representations and Warranties of Issuer. The Issuer represents and warrants that: (a) the 2.1 The Issuer has been is a corporation duly formed and is organized, validly existing as a statutory trust and in good standing under the laws of the State jurisdiction of Delaware, its incorporation and has full all the requisite power and authority to execute execute, deliver and deliver perform its obligations under the Notes, this Terms Document Agreement and the Issuing and Paying Agency Agreement. 2.2 This Agreement and the Issuing and Paying Agency Agreement have been duly authorized, executed and delivered by the Issuer and constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject to perform applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.3 The Notes have been duly authorized, and when issued as provided in the Issuing and Paying Agency Agreement, will be duly and validly issued and will constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.4 The offer and sale of the Notes in the manner contemplated hereby do not require registration of the Notes under the Securities Act, pursuant to the exemption from registration contained in Section 4(2) thereof, and no indenture in respect of the Notes is required to be qualified under the Trust Indenture Act of 1939, as amended. 2.5 The Notes will rank at least pari passu with all other unsecured and unsubordinated indebtedness of the Issuer. 2.6 Except as provided in Section 1.6(j) hereof, no consent or action of, or filing or registration with, any governmental or public regulatory body or authority, including the SEC, is required to authorize, or is otherwise required in connection with the execution, delivery or performance of, this Agreement, the Notes or the Issuing and Paying Agency Agreement, except as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Notes. 2.7 Neither the execution and delivery of this Agreement and the Issuing and Paying Agency Agreement, nor the issuance of the Notes in accordance with the Issuing and Paying Agency Agreement, nor the fulfillment of or compliance with the terms and provisions hereof; (b) the execution, delivery and performance of this Terms Document hereof or thereof by the Issuer have been duly authorized by all necessary limited liability company and statutory trust proceedings Issuer, will (i) result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the Beneficiary and the Owner Trustee, do not require any approval properties or consent of any governmental agency or authority and do not and will not conflict with any material provision of the Certificate of Trust or the Trust Agreement of the Issuer; (c) this Terms Document is the valid, binding and enforceable obligation assets of the Issuer, except as or (ii) violate or result in a breach or a default under any of the same may be limited terms of the Issuer’s charter documents or by-laws, any contract or instrument to which the Issuer is a party or by receivershipwhich it or its property is bound, insolvencyor any law or regulation, reorganizationor any order, moratorium writ, injunction or other laws relating decree of any court or government instrumentality, to which the Issuer is subject or by which it or its property is bound, which breach or default might have a material adverse effect on the condition (financial or otherwise), operations or business prospects of the Issuer or the ability of the Issuer to perform its obligations under this Agreement, the Notes or the Issuing and Paying Agency Agreement. 2.8 There is no litigation or governmental proceeding pending, or to the enforcement knowledge of the Issuer threatened, against or affecting the Issuer or any of its subsidiaries which might result in a material adverse change in the condition (financial or otherwise), operations or business prospects of the Issuer or the ability of the Issuer to perform its obligations under this Agreement, the Notes or the Issuing and Paying Agency Agreement. 2.9 The Issuer is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended. 2.10 Neither the Private Placement Memorandum nor the Company Information contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 2.11 Each (a) issuance of Notes by the Issuer hereunder and (b) amendment or supplement of the Private Placement Memorandum shall be deemed a representation and warranty by the Issuer to the Dealer, as of the date thereof, that, both before and after giving effect to such issuance and after giving effect to such amendment or supplement, (i) the representations and warranties given by the Issuer set forth in this Section 2 remain true and correct on and as of such date as if made on and as of such date, (ii) in the case of an issuance of Notes, the Notes being issued on such date have been duly and validly issued and constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or by general equity principles; (dat law) to the best of the Issuer’s knowledge, this Terms Document will not conflict with any law or governmental regulation or court decree applicable to it; (e) the Issuer is not required to be registered under the Investment Company Act; (f) all information heretofore furnished by the Issuer in writing to the Indenture Trustee for purposes of or in connection with this Terms Document or any transaction contemplated hereby is, and all such information hereafter furnished by the Issuer in writing to the Indenture Trustee will be, true and accurate in every material respect or based on reasonable estimates on the date as of which such information is stated or certified; and (g) to the best knowledge of the Issuer, there are no proceedings or investigations pending against the Issuer before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Issuer (i) asserting the invalidity of this Terms Document, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Terms Document or (iii) seeking any determination or ruling which in the Issuer’s judgment would materially and adversely affect case of an issuance of Notes, since the performance by date of the most recent Private Placement Memorandum, there has been no material adverse change in the condition (financial or otherwise), operations or business prospects of the Issuer of its obligations under this Terms Document or which has not been disclosed to the validity or enforceability of this Terms DocumentDealer in writing.

Representations and Warranties of Issuer. The Issuer represents and warrants that: (a) the : The Issuer has been is a corporation duly formed and is organized, validly existing as a statutory trust and in good standing under the laws of the State jurisdiction of Delaware, its incorporation and has full all the requisite power and authority to execute execute, deliver and deliver perform its obligations under the Notes, this Terms Document Agreement and the Issuing and Paying Agency Agreement. This Agreement and the Issuing and Paying Agency Agreement have been duly authorized, executed and delivered by the Issuer and constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject to perform applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). The Notes have been duly authorized, and when issued as provided in the Issuing and Paying Agency Agreement, will be duly and validly issued and will constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). Assuming compliance by the Dealer with the procedures applicable to it set forth in Section 1 hereof, the offer and sale of the Notes in the manner contemplated hereby do not require registration of the Notes under the Securities Act, pursuant to the exemption from registration contained in Section 4(2) thereof and Regulation D thereunder, and no indenture in respect of the Notes is required to be qualified under the Trust Indenture Act of 1939, as amended. The Notes will rank at least pari passu with all other unsecured and unsubordinated indebtedness of the Issuer. Assuming compliance by the Dealer with the procedures applicable to it set forth in Section 1 hereof, no consent or action of, or filing or registration with, any governmental or public regulatory body or authority, including the SEC, is required to authorize, or is otherwise required in connection with the execution, delivery or performance of, this Agreement, the Notes or the Issuing and Paying Agency Agreement, except (i) as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Notes and (ii) as provided in Section 1.6(j) hereof. Neither the execution and delivery of this Agreement and the Issuing and Paying Agency Agreement, nor the issuance of the Notes in accordance with the Issuing and Paying Agency Agreement, nor the fulfillment of or compliance with the terms and provisions hereof; (b) the execution, delivery and performance of this Terms Document hereof or thereof by the Issuer have been duly authorized by all necessary limited liability company and statutory trust proceedings Issuer, will (i) result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the Beneficiary and the Owner Trustee, do not require any approval properties or consent of any governmental agency or authority and do not and will not conflict with any material provision of the Certificate of Trust or the Trust Agreement of the Issuer; (c) this Terms Document is the valid, binding and enforceable obligation assets of the Issuer, except or (ii) violate or result in a breach or a default under any of the terms of the Issuer’s charter documents or by-laws, any contract or instrument to which the Issuer is a party or by which it or its property is bound, or any law or regulation, or any order, writ, injunction or decree of any court or government instrumentality, to which the Issuer is subject or by which it or its property is bound, which breach or default, in each case, could reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Issuer and its subsidiaries taken as a whole or the same may be limited by receivershipability of the Issuer to perform its obligations under this Agreement, insolvencythe Notes or the Issuing and Paying Agency Agreement. Except as disclosed in the Company Information, reorganizationthere is no litigation or governmental proceeding pending, moratorium or other laws relating to the enforcement knowledge of the Issuer threatened, against or affecting the Issuer or any of its subsidiaries which might result in a material adverse change in the financial condition or results of operations of the Issuer and its subsidiaries taken as a whole or the ability of the Issuer to perform its obligations under this Agreement, the Notes or the Issuing and Paying Agency Agreement. The Issuer is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended. Neither the Private Placement Memorandum nor the Company Information contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each (a) issuance of Notes by the Issuer hereunder and (b) amendment or supplement of the Private Placement Memorandum shall be deemed a representation and warranty by the Issuer to the Dealer, as of the date thereof, that, both before and after giving effect to such issuance and after giving effect to such amendment or supplement, (i) the representations and warranties given by the Issuer set forth in this Section 2 remain true and correct on and as of such date as if made on and as of such date, (ii) in the case of an issuance of Notes, the Notes being issued on such date have been duly and validly issued and constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or by general equity principles; (d) to the best of the Issuer’s knowledge, this Terms Document will not conflict with any law or governmental regulation or court decree applicable to it; (e) the Issuer is not required to be registered under the Investment Company Act; (f) all information heretofore furnished by the Issuer in writing to the Indenture Trustee for purposes of or in connection with this Terms Document or any transaction contemplated hereby isat law), and all such information hereafter furnished by the Issuer in writing to the Indenture Trustee will be, true and accurate in every material respect or based on reasonable estimates on the date as of which such information is stated or certified; and (g) to the best knowledge of the Issuer, there are no proceedings or investigations pending against the Issuer before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Issuer (i) asserting the invalidity of this Terms Document, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Terms Document or (iii) seeking any determination or ruling which in the Issuer’s judgment would materially and adversely affect case of an issuance of Notes, since the performance by date of the most recent Private Placement Memorandum, there has been no material adverse change in the financial condition or results of operations of the Issuer of and its obligations under this Terms Document or subsidiaries taken as a whole which has not been disclosed to the validity or enforceability of this Terms DocumentDealer in writing.

Representations and Warranties of Issuer. The Issuer represents and warrants that: (a) the Issuer has been duly formed and is validly existing as a statutory trust in good standing under the laws of the State of Delaware, and has full power and authority to execute and deliver this Terms Document and to perform the terms and provisions hereof; (b) the execution, delivery and performance of this Terms Document by the Issuer have been duly authorized by all necessary limited liability company corporate and statutory trust proceedings of the any Beneficiary and the Owner Trustee, do not require any approval or consent of any governmental agency or authority authority, and do not and will not conflict with any material provision of the Certificate of Trust or the Trust Agreement of the Issuer; (c) this Terms Document is the valid, binding and enforceable obligation of the Issuer, except as the same may be limited by receivership, insolvency, reorganization, moratorium or other laws relating to the enforcement of creditors’ rights generally or by general equity principles; (d) to the best of the Issuer’s knowledge, this Terms Document will not conflict with any law or governmental regulation or court decree applicable to it; (e) the Issuer is not required to be registered under the Investment Company Act; (f) all information heretofore furnished by the Issuer in writing to the Indenture Trustee for purposes of or in connection with this Terms Document or any transaction contemplated hereby is, and all such information hereafter furnished by the Issuer in writing to the Indenture Trustee will be, true and accurate in every material respect or based on reasonable estimates on the date as of which such information is stated or certified; and (g) to the best knowledge of the Issuer, there are no proceedings or investigations pending against the Issuer before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Issuer (iA) asserting the invalidity of this Terms Document, (iiB) seeking to prevent the consummation of any of the transactions contemplated by this Terms Document or (iiiC) seeking any determination or ruling which in the Issuer’s judgment would materially and adversely affect the performance by the Issuer of its obligations under this Terms Document or the validity or enforceability of this Terms Document.

Representations and Warranties of Issuer. The Issuer hereby represents and warrants thatto Grantee as follows: (a) the Issuer has been duly formed and is validly existing as a statutory trust in good standing under the laws of the State of Delaware, and has full corporate power and authority to execute and deliver this Terms Document Agreement and to perform consummate the terms transactions contemplated hereby. The execution and provisions hereof;delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Issuer and no other corporate proceedings on the part of Issuer are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Issuer. (b) Issuer has taken all necessary corporate action to authorize and reserve and to permit it to issue, and at all times from the date hereof through the termination of this Agreement in accordance with its terms will have reserved for issuance upon the exercise of the Option, that number of shares of Common Stock equal to the maximum number of shares of Common Stock at any time and from time to time issuable hereunder, and all such shares, upon issuance pursuant hereto, will be duly authorized, validly issued, fully paid, nonassessable, and will be delivered free and clear of all claims, liens, encumbrances and security interests and will not be subject to any preemptive rights. (c) The execution, delivery and performance of this Terms Document by the Issuer have been duly authorized by all necessary limited liability company and statutory trust proceedings of the Beneficiary Agreement does not or will not, and the Owner Trustee, do not require any approval or consent of any governmental agency or authority and do not and will not conflict with any material provision of the Certificate of Trust or the Trust Agreement of the Issuer; (c) this Terms Document is the valid, binding and enforceable obligation of the Issuer, except as the same may be limited consummation by receivership, insolvency, reorganization, moratorium or other laws relating to the enforcement of creditors’ rights generally or by general equity principles; (d) to the best of the Issuer’s knowledge, this Terms Document will not conflict with any law or governmental regulation or court decree applicable to it; (e) the Issuer is not required to be registered under the Investment Company Act; (f) all information heretofore furnished by the Issuer in writing to the Indenture Trustee for purposes of or in connection with this Terms Document or any transaction contemplated hereby is, and all such information hereafter furnished by the Issuer in writing to the Indenture Trustee will be, true and accurate in every material respect or based on reasonable estimates on the date as of which such information is stated or certified; and (g) to the best knowledge of the Issuer, there are no proceedings or investigations pending against the Issuer before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Issuer (i) asserting the invalidity of this Terms Document, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Terms Document hereby will not, constitute or result in (i) a breach or violation of or a default under, its articles or certificate of incorporation or by-laws, or the comparable governing instruments of any of its subsidiaries, or (iiiii) seeking a breach or violation of or a default under, any determination agreement, lease, contract, note, mortgage, indenture, arrangement or ruling which in the Issuer’s judgment would materially and adversely affect the performance by the Issuer other obligation of it or any of its obligations subsidiaries (with or without the giving of notice, the lapse of time or both) or under this Terms Document any law, rule, ordinance or the validity regulation or enforceability judgment, decree, order, award or governmental or non-governmental permit or license to which it or any of this Terms Documentits subsidiaries is subject.

Representations and Warranties of Issuer. The Issuer represents and warrants that: (a) the Issuer has been duly formed and is validly existing as a statutory trust in good standing under the laws of the State of Delaware, and has full power and authority to execute and deliver this Terms Document Indenture Supplement and to perform the terms and provisions hereof; (b) the execution, delivery and performance of this Terms Document Indenture Supplement by the Issuer have been duly authorized by all necessary limited liability company corporate and statutory trust proceedings of the any Beneficiary and the Owner Trustee, do not require any approval or consent of any governmental agency or authority authority, and do not and will not conflict with any material provision of the Certificate of Trust or the Trust Agreement of the Issuer; (c) this Terms Document Indenture Supplement is the valid, binding and enforceable obligation obligations of the Issuer, except as the same may be limited by receivership, insolvency, reorganization, moratorium or other laws relating to the enforcement of creditors’ rights generally or by general equity principles; (d) to the best of the Issuer’s knowledge, this Terms Document Indenture Supplement will not conflict with any law or governmental regulation or court decree applicable to it; (e) the Issuer is not required to be registered under the Investment Company Act; (f) all information heretofore furnished by the Issuer in writing to the Indenture Trustee for purposes of or in connection with this Terms Document Indenture Supplement or any transaction contemplated hereby is, and all such information hereafter furnished by the Issuer in writing to the Indenture Trustee will be, true and accurate in every material respect or based on reasonable estimates on the date as of which such information is stated or certified; and (g) to the best knowledge of the Issuer, there are no proceedings or investigations pending against the Issuer before any court, regulatory body, administrative agency agency, or other tribunal or governmental instrumentality having jurisdiction over the Issuer (iA) asserting the invalidity of this Terms DocumentIndenture Supplement, (iiB) seeking to prevent the consummation of any of the transactions contemplated by this Terms Document Indenture Supplement or (iiiC) seeking any determination or ruling which in the Issuer’s judgment would materially and adversely affect the performance by the Issuer of its obligations under this Terms Document Indenture Supplement or the validity or enforceability of this Terms DocumentIndenture Supplement.

Representations and Warranties of Issuer. The Issuer represents and warrants thatto the Trustee for the benefit of the Noteholders as follows: (a) the Issuer has been is a limited partnership duly formed and is organized, validly existing as a statutory trust and in good standing under the laws of the State of Delaware, Delaware and has full power to own its property, to carry on its business as presently conducted, to enter into and authority to execute perform its obligations under this Indenture and deliver this Terms Document the other Transaction Documents, and to perform create the terms and provisions hereoftrusts created pursuant hereto; (b) the execution, execution and delivery and performance of this Terms Document by the Issuer of the Transaction Documents have been duly authorized by all necessary limited liability company and statutory trust proceedings of action on the Beneficiary and the Owner Trustee, do not require any approval or consent of any governmental agency or authority and do not and will not conflict with any material provision of the Certificate of Trust or the Trust Agreement part of the Issuer; (c) this Terms Document is neither the valid, binding execution and enforceable obligation delivery of the Transaction Documents by the Issuer, except as nor the same may be limited consummation of the transactions herein or therein contemplated, nor compliance by receivershipthe Issuer with the provisions hereof or thereof, insolvencywill conflict with or result in a breach of, reorganizationor constitute a default under, moratorium any of the provisions of the partnership agreement of the Issuer or conflict with, result in a breach or violation of or constitute a default under, the terms of any indenture or other laws relating agreement or instrument to the enforcement of creditors’ rights generally or by general equity principles; (d) to the best of the Issuer’s knowledge, this Terms Document will not conflict with any law or governmental regulation or court decree applicable to it; (e) which the Issuer is not required to be registered under the Investment Company Act; (f) all information heretofore furnished a party or by which the Issuer in writing is bound, or any statute, order or regulation applicable to the Indenture Trustee for purposes Issuer of or in connection with this Terms Document or any transaction contemplated hereby is, and all such information hereafter furnished by the Issuer in writing to the Indenture Trustee will be, true and accurate in every material respect or based on reasonable estimates on the date as of which such information is stated or certified; and (g) to the best knowledge of the Issuer, there are no proceedings or investigations pending against the Issuer before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality body having jurisdiction over the Issuer; (d) the execution, delivery and performance by the Issuer of the Transaction Documents and the 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 for such consents or approvals which have been obtained on or before the Closing Date; (e) each Transaction Document has been duly executed and delivered by the Issuer and, assuming due authorization, execution and delivery by the other parties thereto, constitutes a legal, valid and binding obligation of the Issuer enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally and general principles of equity); (f) there are no actions, suits or proceedings pending or, to the knowledge of the Issuer, threatened or likely to be asserted against or affecting the Issuer, before or by any court, administrative agency, arbitrator or governmental body (i) asserting the invalidity of this Terms Document, (ii) seeking with respect to prevent the consummation of any of the transactions contemplated by this Terms Document the Transaction Documents or (iiiii) seeking with respect to any determination or ruling which other matter which, in the reasonable judgment of the Issuer will be determined adversely to the Issuer and will, if determined adversely to the Issuer’s judgment would , materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or materially and adversely affect its ability to perform its obligations under the Transaction Documents. The Issuer is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the performance transactions contemplated by the Transaction Documents; (g) as of the Closing Date, the Issuer had good title to, and was the sole owner of, each Loan and any other asset included in the Trust Estate free and clear of its obligations under this Terms Document or all Liens, and, immediately upon the validity or enforceability transfer and assignment herein contemplated and taking possession of this Terms Documentthe Trustee Loan File, the Trustee shall have a first priority perfected security interest in the Trust Estate free and clear of all Liens; and (h) the Issuer acquired title to the Loans in good faith, without notice of any adverse claim.

Representations and Warranties of Issuer. The Issuer hereby represents and warrants thatto Investor as follows: (a) the Issuer has been is a corporation duly formed and is organized, validly existing as a statutory trust and in good standing under the laws of the State of Delaware, and has with full power and authority to execute and deliver this Terms Document Agreement and the Stockholders’ Agreement and to perform the terms its obligations hereunder and provisions hereofthereunder; (b) Issuer has duly executed and delivered this Agreement and the executionStockholders Agreement; (c) all necessary corporate actions required to be taken by or on behalf of Issuer to authorize it to execute, deliver and perform its obligations under this Agreement and the Stockholders Agreement have been taken and this Agreement and the Stockholders Agreement constitutes Issuer’s legal, valid and binding obligation, enforceable against Issuer in accordance with the terms hereof and thereof; (d) the execution and delivery and performance of this Terms Document Agreement and the Stockholders Agreement and the consummation by the Issuer have been duly authorized by all necessary limited liability company and statutory trust proceedings of the Beneficiary transactions contemplated hereby and thereby in the Owner Trustee, do not require any approval or consent of any governmental agency or authority manner contemplated hereby and thereby do not and will not conflict with with, or result in a breach of any terms of, or constitute a default under, any agreement or instrument or any applicable law, or any judgment, decree, writ, injunction, order or award of any arbitrator, court or governmental authority which is applicable to Issuer or by which Issuer or any material provision portion of the Certificate of Trust or the Trust Agreement of the Issuer; (c) this Terms Document its properties is the valid, binding and enforceable obligation of the Issuer, except as the same may be limited by receivership, insolvency, reorganization, moratorium or other laws relating to the enforcement of creditors’ rights generally or by general equity principles; (d) to the best of the Issuer’s knowledge, this Terms Document will not conflict with any law or governmental regulation or court decree applicable to itbound; (e) the Issuer except for any applicable filings under federal and state securities laws, no consent, approval, authorization, order, filing, registration or qualification of or with any court, governmental authority or third person is not required to be registered under obtained by Issuer in connection with the Investment Company Act;execution and delivery of this Agreement or the Stockholders Agreement or the performance of Issuer’s obligations hereunder or thereunder; and (f) all information heretofore furnished by the Issuer in writing to the Indenture Trustee for purposes of or in connection with this Terms Document or any transaction contemplated hereby is, and all such information hereafter furnished by the Issuer in writing to the Indenture Trustee will be, true and accurate in every material respect or based on reasonable estimates on the date as of which such information is stated or certified; and (g) to the best knowledge upon issuance of the IssuerPurchased Stock, there are no proceedings or investigations pending against the Issuer before any courtPurchased Stock will represent duly authorized, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over validly issued and non-assessable shares of Common Stock and Investor shall be the Issuer (i) asserting the invalidity of this Terms Document, (ii) seeking to prevent the consummation of any record owner of the transactions contemplated by this Terms Document or (iii) seeking any determination or ruling which in the Issuer’s judgment would materially and adversely affect the performance by the Issuer of its obligations under this Terms Document or the validity or enforceability of this Terms DocumentPurchased Stock.

Representations and Warranties of Issuer. The Issuer represents and warrants to Purchaser, as of the Issue Date and as of each Trading Day during the Reference Period for which the Daily Notional Number of Shares is greater than zero, that: (a) the Issuer has been it is duly formed and is organized, validly existing as a statutory trust and in good standing under the laws of the State jurisdiction of Delaware, and has full power and authority to execute and deliver this Terms Document and to perform the terms and provisions hereofits organization or incorporation; (b) it has the power to execute this Agreement, the Certificate of Designations, any certificate of Preferred Interests and any other Transaction Document or other documentation relating to this Agreement to which it is a party, to deliver this Agreement and each other Transaction Document and other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement (including, without limitation, the issuance of the Preferred Interests) and any other Transaction Document and has taken all necessary action to authorize such execution, delivery and performance; (c) such execution, delivery and performance including without limitation performance of the obligation set forth in Section 6(c) do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets; (d) all governmental and other consents that are required to have been obtained by it with respect to the execution and delivery of, the performance of its obligations under or the exercise by any Holder of Preferred Interests of any rights or remedies contained in this Agreement, the Certificate of Designations and any other Transaction Document have been obtained and are in full force and effect and all conditions of any such consents have been complied with; (e) its obligations under this Agreement and each other Transaction Document to which it is a party constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general equitable principles; (f) no Early Redemption Event with respect to the Preferred Interests has occurred and is continuing and no such event or circumstance would reasonably be expected to occur as a result of its entering into or performing its obligations under this Agreement, the Preferred Interests or any other Transaction Document; (g) there is not pending or, to its knowledge, threatened against it or any of its affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Terms Agreement or any other Transaction Document to which it is a party or its ability to perform its obligations under this Agreement, the Preferred Interests or any other Transaction Document; (h) it has not, nor has anyone acting on its behalf (other than Purchaser), offered or sold the Preferred Interests to, or solicited offers to buy any Preferred Interests from, or otherwise approached or negotiated with respect thereto with, any prospective purchaser (other than Purchaser); (i) assuming the accuracy of the representations and agreements of Purchaser in Section 5(f) hereof, it is not necessary in connection with the offer, sale and delivery of the Preferred Interests in the manner contemplated by this Agreement to register the Preferred Interests under the Securities Act; (j) it is not and, after giving effect to the sale of the Preferred Interests and the application of the proceeds thereof, will not be an “investment company” as such term is defined in the Investment Company Act of 1940, as amended; (k) it is acting for its own account, and has made its own independent decision to enter into this Agreement and each other Transaction Document to which it is a party and as to whether this Agreement and such other Transaction Documents are appropriate or proper for it based upon its own judgment and upon advice of such advisors as it deems necessary; Issuer acknowledges and agrees that it is not relying, and has not relied, upon any communication (written or oral) of Purchaser or any Affiliate of Purchaser with respect to the legal, accounting, tax or other implications of this Agreement or any other Transaction Document and that it has conducted its own analyses of the legal, accounting, tax and other implications hereof and thereof (it being understood that information and explanations related to the terms and conditions of this Agreement or any other Transaction Document shall not be considered investment advice or a recommendation to enter into this Agreement or any such Transaction Document); it further acknowledges and confirms that it has taken independent tax advice with respect to this Agreement and each other Transaction Document; (l) it is entering into this Agreement and the other Transaction Documents to which it is a party with a full understanding of all of the terms and risks hereof and thereof (economic and otherwise) and is capable of evaluating and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks; it is also capable of assuming (financially and otherwise), and assumes, those risks; (m) it acknowledges that neither Purchaser nor any Affiliate of Purchaser is acting as a fiduciary for or an advisor to Issuer in respect of this Agreement or any other Transaction Document; (n) it has not made, and is not subject to, an election pursuant to Treasury Regulation Section 301.7701-3 to be treated as a corporation for U.S. federal income tax purposes; (o) intentionally omitted; (p) it is, at any time a Blackout is not continuing, aware of any material non-public information regarding the Company or the NRG Common Stock; (q) it is, and shall be as of the date of any payment or delivery by it hereunder or any purchase by it of NRG Common Stock, solvent and able to pay its debts as they come due, with assets having a fair value greater than liabilities and with capital sufficient to carry on the businesses in which it engages; (r) it (A) has timely filed, caused to be timely filed or will timely file or cause to be timely filed all material tax returns that are required to be filed by it as of the date hereof, if any, and (B) has paid all material taxes shown to be due and payable on said returns or on any assessment made against it or any of its property, if any, and all other material taxes, assessments, fees, liabilities or other charges imposed on it or any of its property by any governmental authority, unless in each case the same are being contested in good faith (for purposes of determining whether a tax return has been timely filed, any extensions shall be taken into account); (s) all representations and warranties of Issuer under all Transaction Documents are true and correct; (t) purchase of the Preferred Interests pursuant hereto is exempt from the registration requirements of the Act and no form of general solicitation or general advertising within the meaning of Regulation D (including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising) was used by Issuer or any of its representatives in connection with the sale of the Preferred Interests; (u) other than as set forth in the Transaction Documents, it has not created or permitted to exist any Lien upon or with respect to any of its property or assets; (v) it has all requisite power and authority to issue and sell the Preferred Interests and the Preferred Interests have been duly authorized by all necessary limited liability company it and, when issued and statutory trust proceedings of upon delivery to Purchaser against payment therefor in accordance with the Beneficiary terms hereof, will be validly issued, fully paid and the Owner Trusteenonassessable, do not require any approval or consent of any governmental agency or authority and do not and will not conflict with be subject to any material provision of the Certificate of Trust preemptive or the Trust Agreement of the Issuersimilar rights; (cw) this Terms Document is the valid, binding and enforceable obligation of the Issuer, except as the same may be limited by receivership, insolvency, reorganization, moratorium or other laws relating to the enforcement of creditors’ rights generally or by general equity principles; (d) to the best of the Issuer’s knowledge, this Terms Document will not conflict with any law or governmental regulation or court decree applicable to it; (e) the Issuer is not required to be registered under the Investment Company Act; (f) all information heretofore furnished by the Issuer in writing to the Indenture Trustee for purposes of or in connection with this Terms Document or any transaction contemplated hereby is, and all such information hereafter furnished by the Issuer in writing to the Indenture Trustee will be, true and accurate in every material respect or based on reasonable estimates on the date as of which such information is stated or certified; and (g) to the best knowledge of the Issuer, there are no proceedings or investigations pending against the Issuer before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Issuer (i) asserting the invalidity of this Terms Document, (ii) seeking to prevent the consummation of any none of the transactions contemplated by this Terms Document Agreement (including, without limitation, the use of the proceeds from the sale of the Preferred Interests), will violate or result in a violation of Section 7 of the Exchange Act, or any regulation promulgated thereunder, including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System; (iiix) seeking any determination or ruling which except as set forth in the Issuer’s judgment would materially Registration Statement or Prospectus (as each such term is defined in the Underwriting Agreement), each affiliate of Issuer that is subject to regulation as a “public utility” as such term is defined in the Federal Power Act (“FPA”) has an order from the Federal Energy Regulatory Commission, not subject to any pending challenge, investigation, complaint, or other proceeding (other than generic proceedings generally applicable in the industry) (i) authorizing such subsidiary to engage in wholesale sales of electricity and, to the extent permitted under its market-based rate tariff, other transactions at market-based rates and adversely affect (y) granting such waivers and blanket authorizations as are customarily granted to entities with market-based rate authority, including blanket authorizations to issue securities and to assume liabilities pursuant to Section 204 of the performance by FPA; and (y) it is an “eligible contract participant” as such term is defined in Section 1a(12) of the Issuer of its obligations under this Terms Document or the validity or enforceability of this Terms DocumentCommodity Exchange Act, as amended.

Representations and Warranties of Issuer. The Issuer hereby represents and warrants thatto Purchaser as follows: (a) the Issuer has been is a corporation duly formed and is organized, validly existing as a statutory trust and in good standing under the laws of the State Republic of Delaware, the Xxxxxxxx Islands. Issuer has all requisite corporate power and authority to own and lease its assets and properties and to carry on its business as and in the places such assets and properties are now owned or leased and where such business is presently conducted except where the failure to have such power or authority would not have a material adverse effect on Issuer. (b) Issuer has full corporate power and authority to execute and deliver this Terms Document Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed by Issuer and constitutes the valid and legally binding obligation of Issuer enforceable in accordance with its terms and provisions hereof; conditions (b) the execution, delivery and performance of this Terms Document by the Issuer have been duly authorized by all necessary limited liability company and statutory trust proceedings of the Beneficiary and the Owner Trustee, do not require any approval or consent of any governmental agency or authority and do not and will not conflict with any material provision of the Certificate of Trust or the Trust Agreement of the Issuer; (c) this Terms Document is the valid, binding and enforceable obligation of the Issuer, except as the same such enforceability may be limited by receivershipbankruptcy, insolvency, reorganization, moratorium or other similar laws relating to the enforcement of affecting creditors’ rights generally or and by general equity equitable principles;). (dc) to Neither the best execution and delivery of this Agreement nor the consummation of the Issuer’s knowledge, this Terms Document transactions contemplated hereby will not conflict with (i) violate any law or other restriction of any governmental regulation entity to which Issuer is subject (except for any such violation that would not have a material adverse effect on Issuer) or court decree applicable any provision of such Issuer’s articles of incorporation or bylaws, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any Person the right to it; (e) accelerate, terminate, modify, or cancel, or require any notice under, any agreement, contract, lease, license, instrument, or other arrangement to which Issuer is a party or by which it is bound or to which any of its assets is subject, except as would not have a material adverse effect on Issuer. Assuming the accuracy of the representations made by Purchaser in connection with the transactions contemplated in this Agreement, Issuer is not required to give any notice to, make any filing with or obtain any authorization, consent or approval of any governmental entity in order for the Parties to consummate the transactions contemplated hereby, except as may be registered under necessary as a result of any facts or circumstances relating solely to Purchaser or as would not have a material adverse effect on Issuer or its ability to consummate the Investment Company Act;transactions contemplated hereby. (fd) all information heretofore furnished by the The capitalization of Issuer in writing to the Indenture Trustee for purposes consists of or in connection with this Terms Document or any transaction contemplated hereby is15,000,000 authorized shares of common stock, par value $0.01 per share (“Common Stock”), and all such information hereafter furnished by the Issuer in writing to the Indenture Trustee will be5,000,000 authorized shares of preferred stock, true and accurate in every material respect or based on reasonable estimates on the date as par value $0.01 per share, of which such information is stated or certified; and (g) to the best knowledge 150,000 shares have been designated Series A Preferred Stock. As of the Distribution Date, 11,270,196 shares of Common Stock and 10,000 shares of Series A Preferred Stock are issued and outstanding. As of the Distribution Date, there are outstanding warrants to purchase 309,296 shares of Common Stock, outstanding options to purchase 343,662 shares of Common Stock and an additional 801,879 shares of Common Stock reserved for issuance pursuant to awards under Issuer’s 2012 Equity Incentive Plan. When issued to Purchaser hereunder, all of the Issued Shares will be duly authorized, validly issued, fully paid and nonassessable. Except as set forth in this Section 2(d), there are no proceedings or investigations pending against the Issuer before any court, regulatory body, administrative agency (x) shares of capital stock or other tribunal equity securities or governmental instrumentality having jurisdiction over the voting securities of Issuer (i) asserting the invalidity of this Terms Documentoutstanding, (iiy) seeking securities of Issuer convertible into or exchangeable for shares of capital stock or other equity securities or voting securities of Issuer outstanding, or (z) other than the Shareholders’ Agreement, the Registration Agreement, the Letter Agreement, and any subscription agreements entered into in connection with the Series A Preferred Stock Offering, outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other contracts or commitments that could require Issuer to prevent the consummation of issue, sell or otherwise cause to become outstanding any of Issued Shares. (e) Issuer is not a party to any contract, agreement or understanding with any Person that would give rise to any claim against Purchaser for a brokerage commission, finder’s fee or like payment in connection with the transactions contemplated by this Terms Document or (iii) seeking any determination or ruling which in the Issuer’s judgment would materially and adversely affect the performance by the Issuer of its obligations under this Terms Document or the validity or enforceability of this Terms Documenthereby.

Representations and Warranties of Issuer. The In order to induce the Trustee to enter into this Fifth Supplemental Indenture, the Issuer hereby represents and warrants that: (a) the The Issuer has been duly formed is a port authority and is body corporate and politic validly existing as a statutory trust in good standing under the laws of the State of Delaware, State. (b) The Issuer has the necessary power under the Act and has full power and authority duly taken all action on its part required to execute and deliver this Terms Document Fifth Supplemental Indenture, to undertake the transactions contemplated by this Fifth Supplemental Indenture and to perform the terms and provisions hereof; (b) the execution, delivery and performance of this Terms Document by the Issuer have been duly authorized by all necessary limited liability company and statutory trust proceedings of the Beneficiary and the Owner Trustee, do not require any approval or consent of any governmental agency or authority and do not and will not conflict with any material provision of the Certificate of Trust or the Trust Agreement of the Issuer;carry out its obligations hereunder. (c) Neither the execution and delivery of this Terms Document Fifth Supplemental Indenture, the consummation of the transactions contemplated hereby nor the fulfillment of or compliance with the provisions of this Fifth Supplemental Indenture will conflict with or result in a breach by the Issuer of any of the terms, conditions or provisions of the Act or any restriction, agreement, instrument, order or judgment to which the Issuer is a party or by which it is bound, or will constitute a default by the validIssuer under any of the foregoing. (d) Pursuant to the Amending Resolution, binding the Issuer has duly authorized the execution and enforceable obligation delivery of this Fifth Supplemental Indenture. (e) When duly executed and delivered on behalf of the Issuer, except as and assuming the same due authorization, execution and delivery by the other parties hereto, this Fifth Supplemental Indenture shall constitute a valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms; provided, that the enforceability of this Fifth Supplemental Indenture may be limited by receivershipbankruptcy, insolvency, reorganization, moratorium or other laws relating to the enforcement of or limiting creditors’ rights generally or by and the application of general equity principles; (d) to the best principles of the Issuer’s knowledge, this Terms Document will not conflict with any law or governmental regulation or court decree applicable to it; (e) the Issuer is not required to be registered under the Investment Company Act;equity. (f) all information heretofore furnished by the Issuer in writing to the Indenture Trustee for purposes of or in connection with this Terms Document or any transaction contemplated hereby is, and all such information hereafter furnished by the Issuer in writing to the Indenture Trustee will be, true and accurate in every material respect or based on reasonable estimates on the date as of which such information is stated or certified; and (g) to To the best knowledge of the Issuer, as of this date, there are is no proceedings action, suit or investigations proceeding at law or in equity, pending or threatened against the Issuer before to restrain or enjoin the execution and delivery of this Fifth Supplemental Indenture or in any court, regulatory body, administrative agency way contesting the validity or other tribunal or governmental instrumentality having jurisdiction over affecting the power of the Issuer with respect to the documents or instruments executed by the Issuer in connection herewith or the existence of the Issuer or the power or the right of the Issuer to enter into this Fifth Supplemental Indenture. (g) The Amending Resolution was duly passed by the Issuer at a public meeting of the Board of Directors of the Issuer held in accordance with all applicable laws and at which a quorum was present and acting throughout, and the Amending Resolution remains in full force and effect and has not been repealed, amended, modified or superseded. (h) The Issuer has no knowledge of (i) asserting any existing Event of Default under the invalidity of this Terms DocumentIndenture, or (ii) seeking to prevent any event, fact or circumstance that, with the consummation passage of any time, the giving of notice or both, could constitute an Event of Default under the transactions contemplated by this Terms Document or (iii) seeking any determination or ruling which in the Issuer’s judgment would materially and adversely affect the performance by the Issuer of its obligations under this Terms Document or the validity or enforceability of this Terms DocumentIndenture.

Representations and Warranties of Issuer. The Issuer represents and warrants to Purchaser, as of the Issue Date, as of each Scheduled Trading Day during the Reference Period for which the Daily Notional Number of Shares is greater than zero and, with respect to the representations and warranties set forth in clauses (t) through (dd), on each Business Day that Collateral is delivered by Issuer hereunder, that: (a) the Issuer has been it is duly formed and is organized, validly existing as a statutory trust and in good standing under the laws of the State jurisdiction of Delaware, and has full power and authority to execute and deliver this Terms Document and to perform the terms and provisions hereofits organization or incorporation; (b) it has the power to execute this Agreement, any Note and any other Transaction Document or other documentation relating to this Agreement to which it is a party, to deliver this Agreement, each Note and each other Transaction Document and other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement (including, without limitation, the issuance of the Notes) and any other Transaction Document and has taken all necessary action to authorize such execution, delivery and performance; (c) such execution, delivery and performance of this Terms Document by the Issuer have been duly authorized by all necessary limited liability company and statutory trust proceedings (including without limitation performance of the Beneficiary and the Owner Trustee, obligation set forth in Section 8(c)) do not require any approval violate or consent of any governmental agency or authority and do not and will not conflict with any material law applicable to it, any provision of the Certificate its constitutional documents, any order or judgment of Trust or the Trust Agreement of the Issuer; (c) this Terms Document is the valid, binding and enforceable obligation of the Issuer, except as the same may be limited by receivership, insolvency, reorganization, moratorium any court or other laws relating agency of government applicable to the enforcement it or any of creditors’ rights generally its assets or by general equity principlesany contractual restriction binding on or affecting it or any of its assets; (d) all governmental and other consents that are required to have been obtained by it with respect to the best execution and delivery of, the performance of its obligations under or the Issuer’s knowledgeexercise by any Noteholder of any rights or remedies contained in this Agreement, this Terms any Note and any other Transaction Document will not conflict with have been obtained and are in full force and effect and all conditions of any law or governmental regulation or court decree applicable to itsuch consents have been complied with; (e) the Issuer its obligations under this Agreement, each other Transaction Document to which it is not required a party and each Note constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms, subject to be registered under the Investment Company Actapplicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general equitable principles; (f) no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would reasonably be expected to occur as a result of its entering into or performing its obligations under this Agreement, any Note or any other Transaction Document; (g) there is not pending or, to its knowledge, threatened against it or any of its affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement, any Note or any other Transaction Document to which it is a party or its ability to perform its obligations under this Agreement, any Note or any other Transaction Document; (h) it has not, nor has anyone acting on its behalf (other than Purchaser), offered or sold any Note to, or solicited offers to buy any Note from, or otherwise approached or negotiated with respect thereto with, any prospective purchaser (other than Purchaser); (i) assuming the accuracy of the representations and agreements of Purchaser in Section 7(f) hereof, it is not necessary in connection with the offer, sale and delivery of the Notes in the manner contemplated by this Agreement to register the Notes under the Securities Act; (j) it is not and, after giving effect to the sale of the Notes and the application of the proceeds thereof, will not be an “investment company” as such term is defined in the Investment Company Act of 1940, as amended; (k) it is acting for its own account, and has made its own independent decision to enter into this Agreement and each other Transaction Document to which it is a party and as to whether this Agreement and such other Transaction Documents are appropriate or proper for it based upon its own judgment and upon advice of such advisors as it deems necessary; Issuer acknowledges and agrees that it is not relying, and has not relied, upon any communication (written or oral) of Purchaser or any Affiliate of Purchaser with respect to the legal, accounting, tax or other implications of this Agreement or any other Transaction Document and that it has conducted its own analyses of the legal, accounting, tax and other implications hereof and thereof (it being understood that information and explanations related to the terms and conditions of this Agreement or any other Transaction Document shall not be considered investment advice or a recommendation to enter into this Agreement or any such Transaction Document); it further acknowledges and confirms that it has taken independent tax advice with respect to this Agreement and each other Transaction Document; (l) it is entering into this Agreement and the other Transaction Documents to which it is a party with a full understanding of all information heretofore furnished by of the terms and risks hereof and thereof (economic and otherwise) and is capable of evaluating and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks; it is also capable of assuming (financially and otherwise), and assumes, those risks; (m) it acknowledges that neither Purchaser nor any Affiliate of Purchaser is acting as a fiduciary for or an advisor to Issuer in writing respect of this Agreement or any other Transaction Document; (n) it has not made, and is not subject to, an election pursuant to Treasury Regulation Section 301.7701-3 to be treated as a corporation for U.S. federal income tax purposes; (o) intentionally omitted; (p) it is not, at any time a Blackout is not continuing, aware of any material non-public information regarding the Indenture Trustee Company; (q) it is, and shall be as of the date of any payment or delivery by it hereunder or any purchase by it of NRG Common Stock, solvent and able to pay its debts as they come due, with assets having a fair value greater than liabilities and with capital sufficient to carry on the businesses in which it engages; (r) it (A) has timely filed, caused to be timely filed or will timely file or cause to be timely filed all material tax returns that are required to be filed by it as of the date hereof, if any, and (B) has paid all material taxes shown to be due and payable on said returns or on any assessment made against it or any of its property, if any, and all other material taxes, assessments, fees, liabilities or other charges imposed on it or any of its property by any governmental authority, unless in each case the same are being contested in good faith (for purposes of determining whether a tax return has been timely filed, any extensions shall be taken into account); (s) all representations and warranties of Issuer under all Transaction Documents are true and correct; (t) it has not (A) created or permitted to exist any Lien upon or with respect to the Collateral, (B) sold or otherwise disposed of, or granted any option with respect to, any of the Collateral or (C) entered into or consented to any agreement (other than, in connection the case of clause (x), this Agreement) (x) that restricts in any manner the rights of any present or future owner of any Collateral with this Terms Document respect thereto or (y) pursuant to which any person other than Issuer, Purchaser and any securities intermediary through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) has or will have Control in respect of any Collateral; (u) other than financing statements or other similar or equivalent documents or instruments with respect to the security interests in the Collateral created by Section 20 below, no financing statement, security agreement or similar or equivalent document or instrument covering all or any transaction contemplated hereby ispart of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a Lien, security interest or other encumbrance of any kind on such Collateral; (v) all Collateral consisting of securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of the UCC) at any time pledged hereunder is and will be issued by an issuer organized under the laws of the United States, any State thereof or the District of Columbia and is and will be (i) certificated (and the certificate or certificates in respect of such securities or financial assets are and will be located in the United States) and registered in the name of Issuer or held through a securities intermediary whose securities intermediary’s jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States or (ii) uncertificated and either registered in the name of Issuer or held through a securities intermediary whose securities intermediary’s jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States; provided that this representation shall not be deemed to be breached if, at any time, any such Collateral is issued by an issuer that is not organized under the laws of the United States, any State thereof or the District of Columbia, and all the parties hereto agree to procedures or amendments hereto necessary to enable Purchaser to maintain a valid and continuously perfected security interest in such information hereafter furnished Collateral, in respect of which Purchaser will have Control, subject to no prior Lien (and the parties hereto agree to negotiate in good faith any such procedures or amendments); (w) no registration, recordation or filing with any governmental body, agency or official is required or necessary for the perfection or enforcement of the security interests in the Collateral created by Section 20 below, other than the filing of financing statement in any appropriate jurisdiction; (x) it has not performed and will not perform any acts that might prevent Purchaser from enforcing any of the terms of Section 19 through Section 25 or that might limit Purchaser in any such enforcement; (y) the location (as defined in Section 9-307 of UCC) of Issuer is the jurisdiction of organization of Issuer. Issuer has not maintained a chief executive office not at such location (as defined in writing Section 9-307 of UCC) at any time during the past five years; (z) this Agreement is effective to create, in favor of the Purchaser for the benefit of the Noteholders, as security for the Secured Obligations, a valid security interest (the “Article 9 Security Interest”) in Issuer’s right, title and interest in that portion of the Collateral, as defined in the Note Purchase Agreement, described therein in which a security interest may be created pursuant to Article 9 of the UCC; (aa) to the Indenture Trustee extent that the filing of a Uniform Commercial Code financing statement in the State of New York is effective under the UCC to perfect a security interest in the New York Article 9 Collateral, the Article 9 Security Interest in the New York Article 9 Collateral will bebe perfected upon the filing of the appropriate Uniform Commercial Code financing statements (the “New York Financing Statements”) in the filing office located in the State of New York that is indicated thereon, true and accurate in every material except that (i) continuation statements with respect or based on reasonable estimates on to each New York Financing Statement must be filed within the period of six months prior to the expiration of five years from the date of the filing of such New York Financing Statement and any such continuation statement and (ii) additional filings may be necessary if the borrower indicated as the debtor in a New York Financing Statement changes its name or its “location” (as defined in Section 9-307 of which the UCC); (bb) upon the establishment of the Collateral Account as described herein, the Article 9 Security Interest in the Collateral Account and all Security Entitlements with respect to Financial Assets credited thereto will be perfected; (cc) upon delivery of any pledged securities (including without limitation the Initial Pledged Items) to the Custodian by Issuer as provided in this Agreement, the Article 9 Security Interest in such information securities and all Security Entitlements therein will be perfected; (dd) insofar as the UCC is stated applicable thereto, the security interests created under this Agreement validly secure the payment for all future purchases of Notes made by any Noteholder whether or certifiednot at the time such purchases are made an Event of Default or other event not within the control of such Noteholder has relieved or may relieve such Noteholder from any obligations to make such purchases; (ee) except as set forth in the Registration Statement or Prospectus (as each such term is defined in the Underwriting Agreement), each affiliate of Issuer that is subject to regulation as a “public utility” as such term is defined in the Federal Power Act (“FPA”) has an order from the Federal Energy Regulatory Commission, not subject to any pending challenge, investigation, complaint, or other proceeding (other than generic proceedings generally applicable in the industry) (i) authorizing such subsidiary to engage in wholesale sales of electricity and, to the extent permitted under its market-based rate tariff, other transactions at market-based rates and (y) granting such waivers and blanket authorizations as are customarily granted to entities with market-based rate authority, including blanket authorizations to issue securities and to assume liabilities pursuant to Section 204 of the FPA; and (gff) to the best knowledge it is an “eligible contract participant” as such term is defined in Section 1a(12) of the IssuerCommodity Exchange Act, there are no proceedings or investigations pending against the Issuer before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Issuer (i) asserting the invalidity of this Terms Document, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Terms Document or (iii) seeking any determination or ruling which in the Issuer’s judgment would materially and adversely affect the performance by the Issuer of its obligations under this Terms Document or the validity or enforceability of this Terms Documentas amended.

Representations and Warranties of Issuer. The Issuer hereby represents and warrants thatto Grantee as follows: (a) the Issuer has been duly formed and is validly existing as a statutory trust in good standing under the laws of the State of Delaware, and has full corporate power and authority to execute and deliver this Terms Document Agreement and to perform consummate the terms transactions contemplated hereby. The execution and provisions hereof;delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Issuer and no other corporate proceedings on the part of Issuer are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Issuer. (b) Issuer has taken all necessary corporate action to authorize and reserve and to permit it to issue, and at all times from the date hereof through the termination of this Agreement in accordance with its terms will have reserved for issuance upon the exercise of the Option, that number of shares of Common Stock equal to the maximum number of shares of Common Stock at any time and from time to time issuable hereunder, and all such shares, upon issuance pursuant hereto, will be duly authorized, validly issued, fully paid, nonassessable, and will be delivered free and clear of all claims, liens, encumbrances and security interests and not subject to any preemptive rights. (c) The execution, delivery and performance of this Terms Document by the Issuer have been duly authorized by all necessary limited liability company and statutory trust proceedings of the Beneficiary Agreement does not or will not, and the Owner Trustee, do not require any approval or consent of any governmental agency or authority and do not and will not conflict with any material provision of the Certificate of Trust or the Trust Agreement of the Issuer; (c) this Terms Document is the valid, binding and enforceable obligation of the Issuer, except as the same may be limited consummation by receivership, insolvency, reorganization, moratorium or other laws relating to the enforcement of creditors’ rights generally or by general equity principles; (d) to the best of the Issuer’s knowledge, this Terms Document will not conflict with any law or governmental regulation or court decree applicable to it; (e) the Issuer is not required to be registered under the Investment Company Act; (f) all information heretofore furnished by the Issuer in writing to the Indenture Trustee for purposes of or in connection with this Terms Document or any transaction contemplated hereby is, and all such information hereafter furnished by the Issuer in writing to the Indenture Trustee will be, true and accurate in every material respect or based on reasonable estimates on the date as of which such information is stated or certified; and (g) to the best knowledge of the Issuer, there are no proceedings or investigations pending against the Issuer before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Issuer (i) asserting the invalidity of this Terms Document, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Terms Document hereby will not, constitute or result in (i) a breach or violation of or a default under, its charter, or the comparable governing instruments of any of its subsidiaries, or (iiiii) seeking a breach or violation of or a default under, any determination agreement, lease, contract, note, mortgage, indenture, arrangement or ruling other obligation of it or any of its subsidiaries (with or without the giving of notice, the lapse of time or both) or under any law, rule, ordinance or regulation or judgment, decree, order, award or governmental or non-governmental permit or license to which it or any of its subsidiaries is subject that, individually or in the aggregate, would have a material adverse effect on the ability of Issuer to perform its obligations hereunder. (d) To the best of Issuer’s judgment would materially and adversely affect 's knowledge neither Section 3-601 to 3-604 or 3-701 to 3-709 of the performance by Maryland General Corporation Law nor any other "fair price", "moratorium", "control share acquisition" or other similar anti-takeover statute or regulation enacted under state or federal laws in the United States applicable to the Issuer or any of its obligations under Subsidiaries is applicable to this Terms Document Agreement or any of the validity or enforceability of this Terms Documenttransactions contemplated hereby.

Representations and Warranties of Issuer. The Issuer hereby ---------------------------------------- represents and warrants thatto Grantee as follows: (a) the Issuer has been duly formed and is validly existing as a statutory trust in good standing under the laws of the State of Delaware, and has full corporate power and authority to execute and deliver this Terms Document Agreement and to perform consummate the terms transactions contemplated hereby. The execution and provisions hereof;delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Issuer and no other corporate proceedings on the part of Issuer are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Issuer. (b) Issuer has taken all necessary corporate action to authorize and reserve and to permit it to issue, and at all times from the date hereof through the termination of this Agreement in accordance with its terms will have reserved for issuance upon the exercise of the Option, that number of shares of Common Stock equal to the maximum number of shares of Common Stock at any time and from time to time issuable hereunder, and all such shares, upon issuance pursuant hereto, will be duly authorized, validly issued, fully paid, nonassessable, and will be delivered free and clear of al claims, liens, encumbrances and security interests and will not be subject to any preemptive rights. (c) The execution, delivery and performance of this Terms Document by the Issuer have been duly authorized by all necessary limited liability company and statutory trust proceedings of the Beneficiary Agreement does not or will not, and the Owner Trustee, do not require any approval or consent of any governmental agency or authority and do not and will not conflict with any material provision of the Certificate of Trust or the Trust Agreement of the Issuer; (c) this Terms Document is the valid, binding and enforceable obligation of the Issuer, except as the same may be limited consummation by receivership, insolvency, reorganization, moratorium or other laws relating to the enforcement of creditors’ rights generally or by general equity principles; (d) to the best of the Issuer’s knowledge, this Terms Document will not conflict with any law or governmental regulation or court decree applicable to it; (e) the Issuer is not required to be registered under the Investment Company Act; (f) all information heretofore furnished by the Issuer in writing to the Indenture Trustee for purposes of or in connection with this Terms Document or any transaction contemplated hereby is, and all such information hereafter furnished by the Issuer in writing to the Indenture Trustee will be, true and accurate in every material respect or based on reasonable estimates on the date as of which such information is stated or certified; and (g) to the best knowledge of the Issuer, there are no proceedings or investigations pending against the Issuer before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Issuer (i) asserting the invalidity of this Terms Document, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Terms Document hereby will not, constitute or result in (i) a breach or violation of or a default under, its articles or certificate of incorporation or by-laws, or the comparable governing instruments of any of its subsidiaries, or (iiiii) seeking a breach or violation of or a default under, any determination agreement, lease, contract, note, mortgage, indenture, arrangement or ruling which in the Issuer’s judgment would materially and adversely affect the performance by the Issuer other obligation of it or any of its obligations subsidiaries (with or without the giving of notice, the lapse of time or both) or under this Terms Document any law, rule, ordinance or the validity regulation or enforceability judgment, decree, order, award or governmental or non-governmental permit or license to which it or any of this Terms Documentits subsidiaries is subject.

Representations and Warranties of Issuer. The Issuer hereby represents and warrants thatto Grantee as follows: (a) the Issuer has been duly formed and is validly existing as a statutory trust in good standing under the laws of the State of Delaware, and has full all requisite corporate power and authority to execute enter into this Agreement and, subject to any approvals referred to herein, to consummate the transactions contemplated hereby. The execution and deliver this Terms Document and to perform the terms and provisions hereof; (b) the execution, delivery and performance of this Terms Document by Agreement and the Issuer consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability company corporate action on the part of Issuer. This Agreement has been duly executed and statutory trust proceedings delivered by Issuer. The execution and delivery of this Agreement, the consummation of the Beneficiary transactions contemplated hereby and compliance by Issuer with any of the provisions hereof will not (i) conflict with or result in a breach of any provision of its Certificate of Incorporation or Bylaws or a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, debenture, mortgage, indenture, license, material agreement or other material instrument or obligation to which Issuer is bound, or (ii) violate any order, writ, injunction, or decree applicable to Issuer or any of its properties or assets. No Consent by any governmental or regulatory agency or authority, other than compliance with applicable federal and state securities laws and the Owner TrusteeHSR Act, do not require any approval is required of Issuer in (b) Issuer has taken all necessary corporate and other action to authorize and reserve and to permit it to issue, and, at all times from the date hereof until the obligation to deliver Issuer Common Stock upon the exercise of the Option terminates, will have reserved for issuance, upon exercise of the Option, the number of shares of Issuer Common Stock necessary for Holder to exercise the Option. The shares of Issuer Common Stock to be issued upon due exercise of the Option, including all additional shares of Issuer Common Stock or consent other securities which may be issuable pursuant to Section 7, upon issuance pursuant hereto, shall be duly and validly issued, fully paid, and nonassessable, and shall be delivered free and clear of all liens, claims, charges, and encumbrances of any governmental agency kind or authority nature whatsoever, including any preemptive rights of any stockholder of Issuer. (c) Issuer has taken all action required under the provisions of Section 203 of the Delaware General Corporation Law to make the provisions of Section 203 inapplicable to, and do to ensure that Grantee shall not and will not conflict with become an "interested stockholder" within the meaning of Section 203 by reason of, the grant or any material exercise of the Option or any right under this Agreement. No provision of the Certificate of Trust Incorporation or the Trust Agreement Bylaws of the Issuer; (c) this Terms Document is the valid, binding and enforceable obligation of the Issuer, except as the same may be limited by receivership, insolvency, reorganization, moratorium Issuer or other laws relating any agreement to the enforcement of creditors’ rights generally or by general equity principles; (d) to the best of the Issuer’s knowledge, this Terms Document will not conflict with any law or governmental regulation or court decree applicable to it; (e) the which Issuer is not required to be registered under the Investment Company Act; (f) all information heretofore furnished by the Issuer in writing to the Indenture Trustee for purposes of or in connection with this Terms Document or any transaction contemplated hereby is, and all such information hereafter furnished by the Issuer in writing to the Indenture Trustee will be, true and accurate in every material respect or based on reasonable estimates on the date as of which such information is stated or certified; and (g) to the best knowledge of the Issuer, there are no proceedings or investigations pending against the Issuer before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Issuer a party (i) asserting the invalidity of this Terms Document, (ii) seeking would or would purport to prevent impose restrictions which might adversely affect or delay the consummation of any of the transactions contemplated by this Terms Document Agreement, or (iiiii) seeking as a result of the consummation of the transactions contemplated by this Agreement, (x) would or would purport to restrict or impair the ability of Grantee to vote or otherwise exercise the rights of a stockholder with respect to securities of Issuer or any determination or ruling which in the Issuer’s judgment would materially and adversely affect the performance by the Issuer of its obligations under this Terms Document Subsidiaries that may be acquired or the validity controlled by Grantee or enforceability (y) would or would purport to entitle any Person to acquire securities of this Terms DocumentIssuer or Grantee.

Representations and Warranties of Issuer. The Issuer represents and warrants thatto the Trustee for the benefit of the Noteholders as follows: (a) the Issuer has been is a limited partnership duly formed organized and is validly existing as a statutory trust in good standing under the laws of the State of Delaware, Delaware and has full power to own its property, to carry on its business as presently conducted, to enter into and authority to execute perform its obligations under this Indenture and deliver this Terms Document the other Transaction Documents, and to perform create the terms and provisions hereoftrusts created pursuant hereto; (b) the execution, execution and delivery and performance of this Terms Document by the Issuer of the Transaction Documents have been duly authorized by all necessary limited liability company and statutory trust proceedings of action on the Beneficiary and the Owner Trustee, do not require any approval or consent of any governmental agency or authority and do not and will not conflict with any material provision of the Certificate of Trust or the Trust Agreement part of the Issuer; (c) this Terms Document is neither the valid, binding execution and enforceable obligation delivery of the Transaction Documents by the Issuer, except as nor the same may be consummation of the transactions herein or therein contemplated, nor compliance by the Issuer with the provisions hereof or thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the certificate of limited by receivershippartnership or the partnership agreement of the Issuer or conflict with, insolvencyresult in a breach or violation of or constitute a default under, reorganization, moratorium the terms of any indenture or other laws relating agreement or instrument to the enforcement of creditors’ rights generally or by general equity principles; (d) to the best of the Issuer’s knowledge, this Terms Document will not conflict with any law or governmental regulation or court decree applicable to it; (e) which the Issuer is not required to be registered under the Investment Company Act; (f) all information heretofore furnished a party or by which the Issuer in writing is bound, or any statute, order or regulation applicable to the Indenture Trustee for purposes Issuer of or in connection with this Terms Document or any transaction contemplated hereby is, and all such information hereafter furnished by the Issuer in writing to the Indenture Trustee will be, true and accurate in every material respect or based on reasonable estimates on the date as of which such information is stated or certified; and (g) to the best knowledge of the Issuer, there are no proceedings or investigations pending against the Issuer before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality body having jurisdiction over the Issuer; (d) the execution, delivery and performance by the Issuer of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby 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 for such consents or approvals which have been obtained on or before the Closing Date; (e) each Transaction Document has been duly executed and delivered by the Issuer and, assuming due authorization, execution and delivery by the other parties thereto, constitutes a legal, valid and binding obligation of the Issuer enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally and general principles of equity); (f) there are no actions, suits or proceedings pending or, to the knowledge of the Issuer, threatened or likely to be asserted against or affecting the Issuer, before or by any court, administrative agency, arbitrator or governmental body (i) asserting the invalidity of this Terms Document, (ii) seeking with respect to prevent the consummation of any of the transactions contemplated by this Terms Document the Transaction Documents or (iiiii) seeking with respect to any determination or ruling which other matter which, in the reasonable judgment of the Issuer will be determined adversely to the Issuer and will, if determined adversely to the Issuer’s judgment would , materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or materially and adversely affect its ability to perform its obligations under the Transaction Documents. The Issuer is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so TRUST INDENTURE - Page 13 as to materially and adversely affect the performance transactions contemplated by the Transaction Documents; (g) as of the Closing Date, the Issuer had good title to, and was the sole owner of, each Loan and any other asset included in the Trust Estate free and clear of its obligations under this Terms Document or all Liens, and, immediately upon the validity or enforceability transfer and assignment herein contemplated and taking possession of this Terms Documentthe Trustee Loan File, the Trustee shall have a first priority perfected security interest in the Trust Estate free and clear of all Liens; and (h) the Issuer acquired title to the Loans in good faith, without notice of any adverse claim.

Representations and Warranties of Issuer. The Issuer hereby represents and warrants thatto Acquirer as follows: (a) the Issuer has been is a corporation duly formed and is organized, validly existing as a statutory trust and in good standing under the laws of the State of Delaware, and has with full power and authority to execute and deliver this Terms Document Agreement and to perform the terms its obligations hereunder and provisions hereofthereunder; (b) Issuer has duly executed and delivered this Agreement; (c) all necessary corporate actions required to be taken by or on behalf of Issuer to authorize it to execute, deliver and perform its obligations under this Agreement have been taken and this Agreement constitutes Issuer’s legal, valid and binding obligation, enforceable against Issuer in accordance with the execution, terms hereof; (d) the execution and delivery and performance of this Terms Document Agreement and the consummation by the Issuer have been duly authorized by all necessary limited liability company and statutory trust proceedings of the Beneficiary and transactions contemplated hereby in the Owner Trustee, do not require any approval or consent of any governmental agency or authority and manner contemplated hereby do not and will not conflict with with, or result in a breach of any terms of, or constitute a default under, any agreement or instrument or any applicable law, or any judgment, decree, writ, injunction, order or award of any arbitrator, court or governmental authority which is applicable to Issuer or by which Issuer or any material provision portion of the Certificate of Trust or the Trust Agreement of the Issuer; (c) this Terms Document its properties is the valid, binding and enforceable obligation of the Issuer, except as the same may be limited by receivership, insolvency, reorganization, moratorium or other laws relating to the enforcement of creditors’ rights generally or by general equity principles; (d) to the best of the Issuer’s knowledge, this Terms Document will not conflict with any law or governmental regulation or court decree applicable to itbound; (e) the Issuer except for any applicable filings under federal and state securities laws, no consent, approval, authorization, order, filing, registration or qualification of or with any court, governmental authority or third person is not required to be registered under obtained by Issuer in connection with the Investment Company Act;execution and delivery of this Agreement or the performance of Issuer’s obligations hereunder; and (f) all information heretofore furnished by the Issuer in writing to the Indenture Trustee for purposes of or in connection with this Terms Document or any transaction contemplated hereby is, and all such information hereafter furnished by the Issuer in writing to the Indenture Trustee will be, true and accurate in every material respect or based on reasonable estimates on the date as of which such information is stated or certified; and (g) to the best knowledge upon issuance of the IssuerIssued Stock, there are no proceedings or investigations pending against the Issuer before any courtIssued Stock will represent duly authorized, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over validly issued and non-assessable shares of Common Stock and Acquirer shall be the Issuer (i) asserting the invalidity of this Terms Document, (ii) seeking to prevent the consummation of any record owner of the transactions contemplated by this Terms Document or (iii) seeking any determination or ruling which in the Issuer’s judgment would materially and adversely affect the performance by the Issuer of its obligations under this Terms Document or the validity or enforceability of this Terms Document.Issued Stock

Representations and Warranties of Issuer. The Issuer hereby represents and warrants thatto Purchaser as follows: (a) the Issuer has been is a corporation duly formed and is organized, validly existing as a statutory trust and in good standing under the laws of the State Republic of Delaware, the Xxxxxxxx Islands. Issuer has all requisite corporate power and authority to own and lease its assets and properties and to carry on its business as and in the places such assets and properties are now owned or leased and where such business is presently conducted except where the failure to have such power or authority would not have a material adverse effect on Issuer. (b) Issuer has full corporate power and authority to execute and deliver this Terms Document Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed by Issuer and constitutes the valid and legally binding obligation of Issuer enforceable in accordance with its terms and provisions hereof; conditions (b) the execution, delivery and performance of this Terms Document by the Issuer have been duly authorized by all necessary limited liability company and statutory trust proceedings of the Beneficiary and the Owner Trustee, do not require any approval or consent of any governmental agency or authority and do not and will not conflict with any material provision of the Certificate of Trust or the Trust Agreement of the Issuer; (c) this Terms Document is the valid, binding and enforceable obligation of the Issuer, except as the same such enforceability may be limited by receivershipbankruptcy, insolvency, reorganization, moratorium or other similar laws relating to the enforcement of affecting creditors’ rights generally or and by general equity equitable principles;). (dc) to Neither the best execution and delivery of this Agreement nor the consummation of the Issuer’s knowledge, this Terms Document transactions contemplated hereby will not conflict with (i) violate any law or other restriction of any governmental regulation entity to which Issuer is subject (except for any such violation that would not have a material adverse effect on Issuer) or court decree applicable any provision of such Issuer’s articles of incorporation or bylaws, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any Person the right to it; (e) accelerate, terminate, modify, or cancel, or require any notice under, any agreement, contract, lease, license, instrument, or other arrangement to which Issuer is a party or by which it is bound or to which any of its assets is subject, except as would not have a material adverse effect on Issuer. Assuming the accuracy of the representations made by Purchaser in connection with the transactions contemplated in this Agreement, Issuer is not required to give any notice to, make any filing with or obtain any authorization, consent or approval of any governmental entity in order for the Parties to consummate the transactions contemplated hereby, except as may be registered under necessary as a result of any facts or circumstances relating solely to Purchaser or as would not have a material adverse effect on Issuer or its ability to consummate the Investment Company Act;transactions contemplated hereby. (fd) all information heretofore furnished by The capitalization of Issuer consists of 50,000,000 authorized shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), 30,000,000 authorized shares of Class B Common Stock, and 5,000,000 authorized shares of preferred stock, par value $0.01 per share. As of the Issuer in writing Distribution Date, and without regard to the Indenture Trustee for purposes Class B Common Stock Offering, 11,270,196 shares of or in connection with this Terms Document or any transaction contemplated hereby is, Class A Common Stock and all such information hereafter furnished by the Issuer in writing to the Indenture Trustee will be, true 11,330,420 shares of Class B Common Stock are issued and accurate in every material respect or based on reasonable estimates on the date as of which such information is stated or certified; and (g) to the best knowledge outstanding. As of the Distribution Date, there are outstanding warrants to purchase 309,296 shares of Class A Common Stock, outstanding options to purchase 343,662 shares of Class A Common Stock and an additional 801,879 shares of Class A Common Stock reserved for issuance pursuant to awards under Issuer’s 2012 Equity Incentive Plan. When issued to Purchaser hereunder, all of the Issued Shares will be duly authorized, validly issued, fully paid and nonassessable. Except as set forth in this Section 2(d), there are no proceedings or investigations pending against the Issuer before any court, regulatory body, administrative agency (x) shares of capital stock or other tribunal equity securities or governmental instrumentality having jurisdiction over the voting securities of Issuer (i) asserting the invalidity of this Terms Documentoutstanding, (iiy) seeking securities of Issuer convertible into or exchangeable for shares of capital stock or other equity securities or voting securities of Issuer outstanding, or (z) other than the Shareholders’ Agreement, the Registration Agreement, the Senior Notes Term Sheet, the Note and Guarantee Agreement and any subscription agreements entered into in connection with the Class B Common Stock Offering, outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other contracts or commitments that could require Issuer to prevent the consummation of issue, sell or otherwise cause to become outstanding any of Common Stock. (e) Issuer is not a party to any contract, agreement or understanding with any Person that would give rise to any claim against Purchaser for a brokerage commission, finder’s fee or like payment in connection with the transactions contemplated by this Terms Document or (iii) seeking any determination or ruling which in the Issuer’s judgment would materially and adversely affect the performance by the Issuer of its obligations under this Terms Document or the validity or enforceability of this Terms Documenthereby.

Representations and Warranties of Issuer. The Issuer hereby represents and warrants thatto Grantee as follows: (a) the Issuer has been duly formed and is validly existing as a statutory trust in good standing under the laws of the State of Delaware, and has full corporate power and authority to execute and deliver this Terms Document Agreement and to perform consummate the terms transactions contemplated hereby. The execution and provisions hereof;delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Issuer and no other corporate proceedings on the part of Issuer are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Issuer. This Agreement is the valid and legally binding obligation of Issuer, enforceable against Issuer in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally 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) Issuer has taken all necessary corporate action to authorize and reserve and to permit it to issue, and at all times from the execution, delivery and performance date hereof through the termination of this Terms Document by Agreement in accordance with its terms will have reserved for issuance upon the Issuer have been duly authorized by all necessary limited liability company and statutory trust proceedings exercise of the Beneficiary Option, that number of shares of Common Stock equal to the maximum number of shares of Common Stock at any time and from time to time issuable hereunder, and all such shares, upon issuance pursuant hereto, will be duly authorized, validly issued, fully paid, nonassessable, and will be delivered free and clear of all claims, liens, encumbrances and security interests and not subject to any preemptive rights. (c) Issuer has taken all action (including if required redeeming all of the Rights or amending or terminating the Company's Rights Agreement) so that the entering into of this Option Agreement, the acquisition of shares of Common Stock hereunder and the Owner Trustee, do not require any approval or consent of any governmental agency or authority and other transactions contemplated hereby do not and will not conflict with result in the grant of any material provision of rights to any person under the Certificate of Trust Company Rights Agreement or enable or require the Trust Agreement of the Issuer; (c) this Terms Document is the valid, binding and enforceable obligation of the Issuer, except as the same may be limited by receivership, insolvency, reorganization, moratorium or other laws relating to the enforcement of creditors’ rights generally or by general equity principles; (d) to the best of the Issuer’s knowledge, this Terms Document will not conflict with any law or governmental regulation or court decree applicable to it; (e) the Issuer is not required Rights to be registered under the Investment Company Act; (f) all information heretofore furnished by the Issuer in writing to the Indenture Trustee for purposes of exercised, distributed or in connection with this Terms Document or any transaction contemplated hereby is, and all such information hereafter furnished by the Issuer in writing to the Indenture Trustee will be, true and accurate in every material respect or based on reasonable estimates on the date as of which such information is stated or certified; and (g) to the best knowledge of the Issuer, there are no proceedings or investigations pending against the Issuer before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Issuer (i) asserting the invalidity of this Terms Document, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Terms Document or (iii) seeking any determination or ruling which in the Issuer’s judgment would materially and adversely affect the performance by the Issuer of its obligations under this Terms Document or the validity or enforceability of this Terms Documenttriggered.

Representations and Warranties of Issuer. The Issuer represents and warrants that: (a) the Issuer has been duly formed and is validly existing as a statutory trust in good standing under the laws of the State of Delaware, and has full power and authority to execute and deliver this Terms Document and to perform the terms and provisions hereof; (b) the execution, delivery and performance of this Terms Document by the Issuer have been duly authorized by all necessary limited liability company corporate and statutory trust proceedings of the any Beneficiary and the Owner Trustee, do not require any approval or consent of any governmental agency or authority authority, and do not and will not conflict with any material provision of the Certificate of Trust or the Trust Agreement of the Issuer; (c) this Terms Document is the valid, binding and enforceable obligation of the Issuer, except as the same may be limited by receivership, insolvency, reorganization, moratorium or other laws relating to the enforcement of creditors’ rights generally or by general equity principles;; * An “(sf)” in the Standard & Poors rating and an “sf” in the Fitch rating in each case denotes an identification for structured finance product ratings that was implemented by Standard & Poors and Fitch for ratings of structured finance products as of September 2010. (d) to the best of the Issuer’s knowledge, this Terms Document will not conflict with any law or governmental regulation or court decree applicable to it; (e) the Issuer is not required to be registered under the Investment Company Act; (f) all information heretofore furnished by the Issuer in writing to the Indenture Trustee for purposes of or in connection with this Terms Document or any transaction contemplated hereby is, and all such information hereafter furnished by the Issuer in writing to the Indenture Trustee will be, true and accurate in every material respect or based on reasonable estimates on the date as of which such information is stated or certified; and (g) to the best knowledge of the Issuer, there are no proceedings or investigations pending against the Issuer before any court, regulatory body, administrative agency agency, or other tribunal or governmental instrumentality having jurisdiction over the Issuer (iA) asserting the invalidity of this Terms Document, (iiB) seeking to prevent the consummation of any of the transactions contemplated by this Terms Document or (iiiC) seeking any determination or ruling which in the Issuer’s judgment would materially and adversely affect the performance by the Issuer of its obligations under this Terms Document or the validity or enforceability of this Terms Document.

Representations and Warranties of Issuer. The Issuer represents and warrants thatas follows: (a) the The Issuer has been is duly formed and is incorporated, validly existing as a statutory trust and in good standing under the laws governing its creation and existence and is qualified to do business under the laws of the State of DelawareState, with full corporate power to own its properties and has full power and authority to execute and deliver this Terms Document and to perform the terms and provisions hereof;conduct its business. (b) the execution, delivery and performance of this Terms Document All corporate proceedings legally required to be taken by the Issuer in connection with the authorization and execution of this Agreement and the consummation of the transactions contemplated hereby and related hereto, and all such approvals, authorizations, consents, licenses or other orders of local, state or federal regulatory agencies, public boards or bodies, if any, as may be legally required to be obtained by the Issuer prior to the date of this Agreement with respect to all or any of such matters, have been duly authorized by all necessary limited liability company and statutory trust proceedings of the Beneficiary and the Owner Trustee, do not require any approval taken or consent of any governmental agency or authority and do not and will not conflict with any material provision of the Certificate of Trust or the Trust Agreement of the Issuer;obtained. (c) this Terms Document is This Agreement has been duly authorized, executed and delivered by the validIssuer and, when duly executed and delivered by the other parties hereto, will constitute the legal, valid and binding and enforceable obligation of the Issuer, Issuer enforceable in accordance with its terms except as the same enforcement may be limited by receivershipbankruptcy, insolvency, reorganization, moratorium reorganization or other laws relating to the enforcement of or equitable principles limiting creditors’ rights generally (regardless of whether enforcement is sought at law or by general equity principles;in equity). (d) During the term of this Agreement, the Issuer will remain in good standing and qualified to do business under the best laws of the state of its then state of organization and of the State, will not dissolve or otherwise dispose of all or substantially all of its assets and will not voluntarily consolidate with or merge into any other entity or permit one or more other entities to consolidate with or merge into it, provided that it may, without violating the agreement contained in this subsection, consolidate with or merge into another entity, or permit one or more entities to consolidate with or merge into it, or sell or otherwise transfer to another such entity all or substantially all of its assets as an entirety and thereafter dissolve, provided that the surviving resulting or transferee entity, as the case may be, shall assume in writing all of the obligations of the Issuer under this Agreement (in the case of a sale of all or substantially all of the Issuer’s knowledgeassets, this Terms Document will not conflict each of the other parties hereto shall release the Servicer in writing from all liability hereunder, concurrently with any law or governmental regulation or court decree applicable to it;and contingent upon such assumption). (e) the Issuer is not required has full legal authority to be registered under engage in the Investment Company Act; (f) all information heretofore furnished activities covered by the Issuer in writing to the Indenture Trustee for purposes of or in connection with this Terms Document or any transaction contemplated hereby isAgreement, and all such information hereafter furnished by the Issuer in writing to the Indenture Trustee will be, true execution and accurate in every material respect or based on reasonable estimates on the date as of which such information is stated or certified; and (g) to the best knowledge of the Issuer, there are no proceedings or investigations pending against the Issuer before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Issuer (i) asserting the invalidity delivery of this Terms DocumentAgreement and compliance with its terms, (ii) seeking to prevent the consummation conditions and provisions will not conflict with or result in a material breach of any of the transactions contemplated terms, conditions or provisions of the charter, bylaws or governing instruments of the Issuer or any material agreement to which it is a party or by this Terms Document which it is bound or (iii) seeking any determination law or ruling regulation or any administrative decree or order to which in the Issuer’s judgment it is subject, or constitute a default thereunder, which conflict, breach or default would materially and adversely affect the performance by the Issuer of its obligations under this Terms Document Agreement. (f) To the best of its knowledge, the Issuer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, State, municipal or governmental agency, which default might have consequences that would materially and adversely affect its performance hereunder. (g) There is no litigation pending or, to the best of its knowledge, threatened against the Issuer with respect to this Agreement or the validity or enforceability consummation of the transactions contemplated hereby. (h) The Issuer will comply in all material respects with the nondiscrimination provisions of the Civil Rights Act of 1964, the regulations promulgated thereunder, and Executive Order 11246, Equal Employment Opportunity, dated September 24, 1965, and all applicable laws and regulations relating to the activities contemplated by this Terms DocumentAgreement.

Representations and Warranties of Issuer. The Issuer represents and warrants that: (a) the Issuer has been duly formed and is validly existing as a statutory trust in good standing under the laws of the State of Delaware, and has full power and authority to execute and deliver this Terms Document and to perform the terms and provisions hereof; (b) the execution, delivery and performance of this Terms Document by the Issuer have been duly authorized by all necessary limited liability company corporate and statutory trust proceedings of the any Beneficiary and the Owner Trustee, do not require any approval or consent of any governmental agency or authority authority, and do not and will not conflict with any material provision of the Certificate of Trust or the Trust Agreement of the Issuer; (c) this Terms Document is the valid, binding and enforceable obligation of the Issuer, except as the same may be limited by receivership, insolvency, reorganization, moratorium or other laws relating to the enforcement of creditors’ rights generally or by general equity principles; (d) to the best of the Issuer’s knowledge, this Terms Document will not conflict with any law or governmental regulation or court decree applicable to it;; 712252076 063 (e) the Issuer is not required to be registered under the Investment Company Act; (f) all information heretofore furnished by the Issuer in writing to the Indenture Trustee for purposes of or in connection with this Terms Document or any transaction contemplated hereby is, and all such information hereafter furnished by the Issuer in writing to the Indenture Trustee will be, true and accurate in every material respect or based on reasonable estimates on the date as of which such information is stated or certified; and (g) to the best knowledge of the Issuer, there are no proceedings or investigations pending against the Issuer before any court, regulatory body, administrative agency agency, or other tribunal or governmental instrumentality having jurisdiction over the Issuer (iA) asserting the invalidity of this Terms Document, (iiB) seeking to prevent the consummation of any of the transactions contemplated by this Terms Document or (iiiC) seeking any determination or ruling which in the Issuer’s judgment would materially and adversely affect the performance by the Issuer of its obligations under this Terms Document or the validity or enforceability of this Terms Document.

Representations and Warranties of Issuer. The Issuer represents and warrants that: (a) the Issuer has been duly formed and is validly existing as a statutory trust in good standing under the laws of the State of Delaware, and has full power and authority to execute and deliver this Terms Document and to perform the terms and provisions hereof; (b) the execution, delivery and performance of this Terms Document by the Issuer have been duly authorized by all necessary limited liability company and statutory trust proceedings of the Beneficiary and the Owner Trustee, do not require any approval or consent of any governmental agency or authority authority, and do not and will not conflict with any material provision of the Certificate of Trust or the Trust Agreement of the Issuer; (c) this Terms Document is the valid, binding and enforceable obligation of the Issuer, except as the same may be limited by receivership, insolvency, reorganization, moratorium or other laws relating to the enforcement of creditors’ rights generally or by general equity principles; (d) to the best of the Issuer’s knowledge, this Terms Document will not conflict with any law or governmental regulation or court decree applicable to it; (e) the Issuer is not required to be registered under the Investment Company Act; (f) all information heretofore furnished by the Issuer in writing to the Indenture Trustee for purposes of or in connection with this Terms Document or any transaction contemplated hereby is, and all such information hereafter furnished by the Issuer in writing to the Indenture Trustee will be, true and accurate in every material respect or based on reasonable estimates on the date as of which such information is stated or certified; and (g) to the best knowledge of the Issuer, there are no proceedings or investigations pending against the Issuer before any court, regulatory body, administrative agency agency, or other tribunal or governmental instrumentality having jurisdiction over the Issuer (iA) asserting the invalidity of this Terms Document, (iiB) seeking to prevent the consummation of any of the transactions contemplated by this Terms Document or (iiiC) seeking any determination or ruling which in the Issuer’s judgment would materially and adversely affect the performance by the Issuer of its obligations under this Terms Document or the validity or enforceability of this Terms Document.

Representations and Warranties of Issuer. The Issuer represents and warrants to Purchaser, as of the Issue Date and as of each Trading Day during the Reference Period for which the Daily Notional Number of Shares is greater than zero, that: : (a) the Issuer has been it is duly formed and is organized, validly existing as a statutory trust and in good standing under the laws of the State jurisdiction of Delaware, and its organization or incorporation; (b) it has full the power and authority to execute this Agreement, the Certificate of Designations, any certificate of Preferred Interests and any other Transaction Document or other documentation relating to this Agreement to which it is a party, to deliver this Terms Agreement and each other Transaction Document and other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement (including, without limitation, the terms issuance of the Preferred Interests) and provisions hereof; any other Transaction Document and has taken all necessary action to authorize such execution, delivery and performance; (bc) the such execution, delivery and performance of this Terms Document by the Issuer have been duly authorized by all necessary limited liability company and statutory trust proceedings including without limitation performance of the Beneficiary and the Owner Trustee, obligation set forth in Section 6(c) do not require any approval violate or consent of any governmental agency or authority and do not and will not conflict with any material law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets; (d) all governmental and other consents that are required to have been obtained by it with respect to the execution and delivery of, the performance of its obligations under or the exercise by any Holder of Preferred Interests of any rights or remedies contained in this Agreement, the Certificate of Trust or the Trust Designations and any other Transaction Document have been obtained and are in full force and effect and all conditions of any such consents have been complied with; (e) its obligations under this Agreement of the Issuer; (c) this Terms and each other Transaction Document to which it is the valida party constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency and enforceable obligation of the Issuer, except as the same may be limited by receivership, insolvency, reorganization, moratorium or other similar laws relating to the enforcement of affecting creditors’ rights generally or by and to general equity equitable principles; (d) to the best of the Issuer’s knowledge, this Terms Document will not conflict with any law or governmental regulation or court decree applicable to it; (e) the Issuer is not required to be registered under the Investment Company Act; ; (f) all information heretofore furnished by the Issuer in writing no Early Redemption Event with respect to the Indenture Trustee for purposes Preferred Interests has occurred and is continuing and no such event or circumstance would reasonably be expected to occur as a result of its entering into or in connection with this Terms Document or any transaction contemplated hereby is, and all such information hereafter furnished by the Issuer in writing to the Indenture Trustee will be, true and accurate in every material respect or based on reasonable estimates on the date as of which such information is stated or certified; and (g) to the best knowledge of the Issuer, there are no proceedings or investigations pending against the Issuer before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Issuer (i) asserting the invalidity of this Terms Document, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Terms Document or (iii) seeking any determination or ruling which in the Issuer’s judgment would materially and adversely affect the performance by the Issuer of performing its obligations under this Terms Document Agreement, the Preferred Interests or the validity or enforceability of this Terms any other Transaction Document.;

Representations and Warranties of Issuer. The Issuer hereby represents and warrants thatto Grantee as follows: (a) the Issuer has been duly formed and is validly existing as a statutory trust in good standing under the laws of the State of Delaware, and has full all requisite corporate power and authority to execute enter into this Agreement and, subject to any approvals referred to herein, to consummate the transactions contemplated hereby. The execution and deliver this Terms Document and to perform the terms and provisions hereof; (b) the execution, delivery and performance of this Terms Document by Agreement and the Issuer consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability company corporate action on the part of Issuer. This Agreement has been duly executed and statutory trust proceedings delivered by Issuer. The execution and delivery of this Agreement, the consummation of the Beneficiary transactions contemplated hereby and compliance by Issuer with any of the provisions hereof will not (i) conflict with or result in a breach of any provision of its Certificate of Incorporation or Bylaws or a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, debenture, mortgage, indenture, license, material agreement or other material instrument or obligation to which Issuer is bound, or (ii) violate any order, writ, injunction, or decree applicable to Issuer or any of its properties or assets. No Consent by any governmental or regulatory agency or authority, other than compliance with applicable federal and state securities laws and the Owner TrusteeHSR Act, do not require any approval is required of Issuer in connection with the execution and delivery by Issuer of this Agreement or consent the consummation by Issuer of the transactions contemplated hereby. (b) Issuer has taken all necessary corporate and other action to authorize and reserve and to permit it to issue, and, at all times from the date hereof until the obligation to deliver Issuer Common Stock upon the exercise of the Option terminates, will have reserved for issuance, upon exercise of the Option, the number of shares of Issuer Common Stock necessary for Holder to exercise the Option. The shares of Issuer Common Stock to be issued upon due exercise of the Option, including all additional shares of Issuer Common Stock or other securities which may be issuable pursuant to Section 7, upon issuance pursuant hereto, shall be duly and validly issued, fully paid, and nonassessable, and shall be delivered free and clear of all liens, claims, charges, and encumbrances of any governmental agency kind or authority nature whatsoever, including any preemptive rights of any stockholder of Issuer. (c) Issuer has taken all action required under the provisions of Section 203 of the Delaware General Corporation Law to make the provisions of Section 203 inapplicable to, and do to ensure that Grantee shall not and will not conflict with become an "interested stockholder" within the meaning of Section 203 by reason of, the grant or any material exercise of the Option or any right under this Agreement. No provision of the Certificate of Trust Incorporation or the Trust Agreement Bylaws of the Issuer; (c) this Terms Document is the valid, binding and enforceable obligation of the Issuer, except as the same may be limited by receivership, insolvency, reorganization, moratorium Issuer or other laws relating any agreement to the enforcement of creditors’ rights generally or by general equity principles; (d) to the best of the Issuer’s knowledge, this Terms Document will not conflict with any law or governmental regulation or court decree applicable to it; (e) the which Issuer is not required to be registered under the Investment Company Act; (f) all information heretofore furnished by the Issuer in writing to the Indenture Trustee for purposes of or in connection with this Terms Document or any transaction contemplated hereby is, and all such information hereafter furnished by the Issuer in writing to the Indenture Trustee will be, true and accurate in every material respect or based on reasonable estimates on the date as of which such information is stated or certified; and (g) to the best knowledge of the Issuer, there are no proceedings or investigations pending against the Issuer before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Issuer a party (i) asserting the invalidity of this Terms Document, (ii) seeking would or would purport to prevent impose restrictions which might adversely affect or delay the consummation of any of the transactions contemplated by this Terms Document Agreement, or (iiiii) seeking as a result of the consummation of the transactions contemplated by this Agreement, (x) would or would purport to restrict or impair the ability of Grantee to vote or otherwise exercise the rights of a stockholder with respect to securities of Issuer or any determination or ruling which in the Issuer’s judgment would materially and adversely affect the performance by the Issuer of its obligations under this Terms Document Subsidiaries that may be acquired or the validity controlled by Grantee or enforceability (y) would or would purport to entitle any Person to acquire securities of this Terms DocumentIssuer or Grantee.

Representations and Warranties of Issuer. The Issuer represents and warrants thatto the Trustee for the benefit of the Noteholders as follows: (a) the Issuer has been is a limited partnership duly formed organized and is validly existing as a statutory trust in good standing under the laws of the State of Delaware, Delaware and has full power to own its property, to carry on its business as presently conducted, to enter into and authority to execute perform its obligations under this Indenture and deliver this Terms Document the other Transaction Documents, and to perform create the terms and provisions hereoftrusts created pursuant hereto; (b) the execution, execution and delivery and performance of this Terms Document by the Issuer of the Transaction Documents have been duly authorized by all necessary limited liability company and statutory trust proceedings of action on the Beneficiary and the Owner Trustee, do not require any approval or consent of any governmental agency or authority and do not and will not conflict with any material provision of the Certificate of Trust or the Trust Agreement part of the Issuer; (c) this Terms Document is neither the valid, binding execution and enforceable obligation delivery of the Transaction Documents by the Issuer, except as nor the same may be limited consummation of the transactions herein or therein contemplated, nor compliance by receivershipthe Issuer with the provisions hereof or thereof, insolvencywill conflict with or result in a breach of, reorganizationor constitute a default under, moratorium any of the provisions of the partnership agreement of the Issuer or conflict with, result in a breach or violation of or constitute a default under, the terms of any indenture or other laws relating agreement or instrument to the enforcement of creditors’ rights generally or by general equity principles; (d) to the best of the Issuer’s knowledge, this Terms Document will not conflict with any law or governmental regulation or court decree applicable to it; (e) which the Issuer is not required to be registered under the Investment Company Act; (f) all information heretofore furnished a party or by which the Issuer in writing is bound, or any statute, order or regulation applicable to the Indenture Trustee for purposes Issuer of or in connection with this Terms Document or any transaction contemplated hereby is, and all such information hereafter furnished by the Issuer in writing to the Indenture Trustee will be, true and accurate in every material respect or based on reasonable estimates on the date as of which such information is stated or certified; and (g) to the best knowledge of the Issuer, there are no proceedings or investigations pending against the Issuer before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality body having jurisdiction over the Issuer Issuer; (id) asserting the invalidity of this Terms Documentexecution, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Terms Document or (iii) seeking any determination or ruling which in the Issuer’s judgment would materially delivery and adversely affect the performance by the Issuer of its obligations under this Terms Document the Transaction Documents and the consummation of the transactions contemplated hereby and thereby do not require the consent or approval of, the giving of notice to, the registration with, or the validity taking of any other action in respect of, any state, federal or enforceability other governmental authority or agency, except for such consents or approvals which have been obtained on or before the Closing Date; (e) each Transaction Document has been duly executed and delivered by the Issuer and, assuming due authorization, execution and delivery by the other parties thereto, constitutes a legal, valid and binding obligation of this Terms Document.the Issuer enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally and general principles of equity);

Representations and Warranties of Issuer. The Issuer hereby represents and warrants thatto Grantee as follows: (a) the Issuer has been duly formed and is validly existing as a statutory trust in good standing under the laws of the State of Delaware, and has full all requisite corporate power and authority to execute enter into this Agreement and, subject to any approvals or consents referred to herein, to consummate the transactions contemplated hereby. The execution and deliver this Terms Document and to perform the terms and provisions hereof; (b) the execution, delivery and performance of this Terms Document by Agreement and the Issuer consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability company corporate action on the part of Issuer. This Agreement has been duly executed and statutory trust proceedings delivered by Issuer. The execution and delivery of this Agreement, the consummation of the Beneficiary transactions contemplated hereby and compliance by Issuer with any of the Owner Trustee, do provisions hereof will not require any approval (i) conflict with or consent result in a breach of any provision of its Certificate of Incorporation or Bylaws or a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, condition or provisions of any note, bond, debenture, mortgage, indenture, license, material agreement or other material instrument or obligation to which Issuer is bound, or (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Issuer or any of its properties or assets. No Consent by any governmental or regulatory agency or authority authority, other than compliance with applicable federal and do not state securities laws or the filing of a notification under the HSR Act, is required of Issuer in connection with the execution and will not conflict with any material provision delivery by Issuer of this Agreement or the consummation by Issuer of the Certificate of Trust or transactions contemplated hereby. (b) Issuer has taken all necessary corporate and other action to authorize and reserve and to permit it to issue, and, at all times from the Trust Agreement date hereof until the obligation to deliver Issuer Common Stock upon the exercise of the Option terminates, will have reserved for issuance, upon exercise of the Option, the number of shares of Issuer Common Stock necessary for Holder to exercise the Option, and Issuer will take all necessary corporate action to authorize and reserve for issuance all additional shares of Issuer Common Stock or other securities which may be issued pursuant to Section 7 upon exercise of the Option. The shares of Issuer Common Stock to be issued upon due exercise of the Option, including all additional shares of Issuer Common Stock or other securities which may be issuable pursuant to Section 7, upon issuance pursuant hereto, shall be duly and validly issued, fully paid, and nonassessable, and shall be delivered free and clear of all liens, claims, charges, and encumbrances of any kind or nature whatsoever, including any preemptive rights of any stockholder of Issuer;. (c) The authorized capital stock of Issuer consists of (i) 60,000,000 shares of Gator Common Stock, of which 40,696,097 shares are issued and outstanding at this Terms Document is the validdate, binding and enforceable obligation (ii) 1,000,000 shares of Gator Preferred Stock, none of which are issued and outstanding. Except as disclosed in Section 6.3(b) of the Issuer, except as the same may be limited by receivership, insolvency, reorganization, moratorium or other laws relating to the enforcement of creditors’ rights generally or by general equity principles; (d) to the best of the Issuer’s knowledge, this Terms Document will not conflict with any law or governmental regulation or court decree applicable to it; (e) the Issuer is not required to be registered under the Investment Company Act; (f) all information heretofore furnished by the Issuer in writing to the Indenture Trustee for purposes of or in connection with this Terms Document or any transaction contemplated hereby is, and all such information hereafter furnished by the Issuer in writing to the Indenture Trustee will be, true and accurate in every material respect or based on reasonable estimates on the date as of which such information is stated or certified; and (g) to the best knowledge of the IssuerGator Disclosure Memorandum, there are no proceedings or investigations pending against other equity securities of Gator outstanding and no outstanding Equity Rights relating to the Issuer before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Issuer (i) asserting the invalidity capital stock of this Terms Document, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Terms Document or (iii) seeking any determination or ruling which in the Issuer’s judgment would materially and adversely affect the performance by the Issuer of its obligations under this Terms Document or the validity or enforceability of this Terms DocumentGator.