Common use of Representations and Warranties of Lender Clause in Contracts

Representations and Warranties of Lender. Lender hereby represents and warrants to Borrower, as of the date hereof, the following: (a) Lender has full power and capacity to enter into, execute and perform this Agreement, which Agreement, once executed by Lender, shall be the valid and binding obligation of Lender, enforceable against such party by any court of competent jurisdiction in accordance with its terms; (b) Lender is not bound by or subject to any contract, agreement, court order or judgment, administrative ruling, law, regulation or any other item which prohibits or restricts such party from entering into and performing this Agreement in accordance with its terms, or requiring the consent of any third party prior to the entry into or performance of this Agreement in accordance with its terms by Lender. (c) with respect to the Securities being acquired by Lender: (i) Lender is and will be acquiring the Securities for its own account, and not with a view toward the subdivision, resale, distribution, or fractionalization thereof; Lender has no contract, undertaking, or arrangement with any person to sell, transfer, or otherwise dispose of the Securities (or any portion thereof hereby subscribed for), and has no present intention to enter into any such contract, undertaking, agreement or arrangement; (ii) this subscription for Securities by Lender is not the result of any form of general solicitation or general advertising; (iii) Lender hereby acknowledges that: (A) the offering of the Securities was made only through direct, personal communication between Lender (or a registered FINRA member firm retained by the Borrower to assist with the placement of the Securities) and Borrower; (B) Lender has had full access to material concerning Borrower’s planned business and operations, which material was furnished or made available to Lender by officers or representatives of Borrower; (C) Borrower has given Lender the opportunity to ask any questions and obtain all additional information desired in order to verify or supplement the material so furnished; and (D) Lender understands and acknowledges that a purchaser of the Securities must be prepared to bear the economic risk of such investment for an indefinite period. (d) Lender is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act and has accurately completed the Certificate of Accredited Investor Status attached hereto as Exhibit C; (e) Lender has been advised to consult with an attorney regarding all legal matters concerning the purchase and ownership of the Securities, and with a tax advisor regarding the tax consequences of purchasing such Securities; and (f) Lender understands that its investment in Borrower involves a high degree of risk and that Lender has the financial resources to bear the loss of the entire investment amount. (g) Lender has received and read the Series K PPM and the Supplement thereto together with all of its exhibits and attachments, all of which are incorporated herein by reference, and acknowledges the disclosures and terms contained therein.

Representations and Warranties of Lender. Lender hereby represents and warrants to Borrower, the Company as of the date hereof, of this Agreement and as of the followingDraw Date (if any) as follows: (a) a. Lender has full power is acquiring the New Note and capacity any shares of the Company’s common stock issuable pursuant to enter intothe New Note, execute and perform including but not limited to any shares received pursuant to Section 1.b. of this Agreement, which Agreementand will acquire the Supplemental Note, once executed by Lenderthe Supplemental Warrant, shall be the valid and binding obligation any shares of Lender, enforceable against such party by any court of competent jurisdiction in accordance with its terms; (b) Lender is not bound by or subject to any contract, agreement, court order or judgment, administrative ruling, law, regulation or any other item which prohibits or restricts such party from entering into and performing this Agreement in accordance with its terms, or requiring the consent of any third party prior common stock issuable pursuant to the entry into or performance Supplemental Warrant (collectively, the “Securities”), for Lender’s own account (and not for the account of this Agreement in accordance with its terms by Lender. (cothers) with respect to the Securities being acquired by Lender: (i) Lender is and will be acquiring the Securities for its own account, investment and not with a view toward to the subdivision, resale, distribution, distribution or fractionalization resale thereof; Lender has no contract, undertaking, or arrangement with any person to sell, transfer, or otherwise dispose of the Securities (or any portion thereof hereby subscribed for), and has no present intention to enter into any such contract, undertaking, agreement or arrangement;. (ii) this subscription for Securities by Lender is not the result of any form of general solicitation or general advertising; (iii) Lender hereby acknowledges that: (A) the offering of the Securities was made only through direct, personal communication between Lender (or a registered FINRA member firm retained by the Borrower to assist with the placement of the Securities) and Borrower; (B) b. Lender has had full access to material concerning Borrower’s planned business and operations, which material was furnished or made available to Lender by officers or representatives of Borrower; (C) Borrower has given Lender the an opportunity to ask questions of, and receive answers from, the Company concerning the business, management and financial affairs of the Company and the terms and conditions of the Exchange. Lender has had an opportunity to obtain any questions and obtain all additional information desired in order requested by Lender regarding the Company, including information regarding the current financial condition of the Company, as well as any information requested to verify or supplement this information, to the material so furnished; and (D) Lender understands and acknowledges that a purchaser of the Securities must be prepared to bear the economic risk of such investment for an indefinite periodextent reasonably available. (d) c. Lender has been advised to seek financial, legal and tax counsel concerning the transactions contemplated by this Agreement. d. Lender is a sophisticated investor and an “accredited investor” ”, as such term is defined in Rule 501 of Regulation D promulgated by the SEC under the Securities Act of 1933, as amended (the “Securities Act”). e. Lender recognizes that (i) there are, or will be when issued, substantial restrictions on the transfer of the Securities; (ii) there is not currently a public market for the Securities; and (iii) accordingly, for the above and other reasons, Lender may not be able to liquidate an investment in the Securities for an indefinite period. Lender realizes that the Securities have not been, and may not be, registered for sale under the Securities Act or applicable state securities laws, and, therefore, may be sold only pursuant to registration under the Securities Act and has accurately completed state laws, or an opinion of counsel acceptable to the Certificate Company that such registration is not required. f. Lender understands that the certificates representing the Securities (if any) shall contain a legend to the effect of Accredited Investor Status attached hereto as Exhibit C; (e) above. g. Lender has been advised to consult with an attorney regarding all legal matters concerning is the purchase sole record and ownership beneficial owner of the SecuritiesOld Notes, free and with a tax advisor regarding the tax consequences clear of purchasing such Securities; and (f) Lender understands that its investment in Borrower involves a high degree of risk any and that Lender has the financial resources to bear the loss of the entire investment amountall liens or restrictions on transfer. (g) h. There are no legal proceedings pending or, to Lender’s knowledge, threatened in writing, against or affecting Lender has received and read or Lender’s respective assets, at law or in equity, by or before any governmental authority, or by or on behalf of any third party, which, if adversely determined, would impair your ability to enter into this Agreement or consummate the Series K PPM and the Supplement thereto together with all of its exhibits and attachments, all of which are incorporated herein transactions contemplated by reference, and acknowledges the disclosures and terms contained thereinthis Agreement.

Representations and Warranties of Lender. Lender hereby represents and warrants to Borrower, Participant that as of the date hereof, the followingof this Agreement: (a) Lender is the legal and beneficial owner of the interest being sold by it hereunder, and upon funding by Participant such interest is owned by Lender free and clear of any and all liens and has not been pledged or encumbered, (b) Lender has full power power, authority and capacity legal right and has taken all actions necessary to enter into, execute and deliver this Agreement and perform this Agreement, which Agreement, once its obligations hereunder, (c) This Agreement has been duly executed and delivered by Lender, shall be a duly authorized officer of the valid Lender and constitutes a legal and binding obligation of Lender, the Lender enforceable against such party by any court of competent jurisdiction the Lender in accordance with its terms;, (bd) Lender is not bound by or subject to any contract, agreement, court order or judgment, administrative ruling, law, regulation or any other item which prohibits or restricts such party from entering into This Agreement and performing this Agreement in accordance with its terms, or requiring the consent of any third party prior to the entry into or performance of this Agreement in accordance with its terms by Lender. (c) Participation Certificate with respect to the Securities being acquired by Lender: (i) Lender is Participation Amount, constitutes a valid sale and will be acquiring assignment of an undivided Pro Rata interest in the Securities for its own accountCredit, Credit Agreements and not with a view toward the subdivision, resale, distribution, or fractionalization thereof; Lender has no contract, undertaking, or arrangement with any person collateral described in the Credit Agreements to sell, transfer, or otherwise dispose the extent of the Securities (or any portion thereof hereby subscribed for), Participation Amount enforceable against all creditors of and has no present intention to enter into any such contract, undertaking, agreement or arrangement; (ii) this subscription for Securities by Lender is not purchasers from the result of any form of general solicitation or general advertising; (iii) Lender hereby acknowledges that: (A) the offering of the Securities was made only through direct, personal communication between Lender (or a registered FINRA member firm retained by the Borrower to assist with the placement of the Securities) and Borrower; (B) Lender has had full access to material concerning Borrower’s planned business and operations, which material was furnished or made available to Lender by officers or representatives of Borrower; (C) Borrower has given Lender the opportunity to ask any questions and obtain all additional information desired in order to verify or supplement the material so furnished; and (D) Lender understands and acknowledges that a purchaser of the Securities must be prepared to bear the economic risk of such investment for an indefinite period. (d) Lender is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act and has accurately completed the Certificate of Accredited Investor Status attached hereto as Exhibit C;Lender, (e) Lender has been advised to consult with an attorney regarding all legal matters concerning the purchase Its execution and ownership delivery of this Agreement and its sale of the SecuritiesParticipation Interest hereunder does not constitute a violation of any agreement, and with a tax advisor regarding the tax consequences of purchasing such Securities; andlaw, statute, regulation, including legal lending limits which is binding on it, (f) Lender understands It acknowledges that its investment in Borrower involves a high degree of risk and that Lender has the financial resources to bear the loss interests of the entire investment amount.Credit Providers shall be pari passu and no party shall have any priority over the other, (g) Lender has received in its possession, or will have in its possession prior to Participant’s acquisition of the Participation Interest, executed and, where appropriate, acknowledged counterparts of the Credit Agreements, which are genuine and read all copies of documents concerning the Series K PPM Credit are, to the best of Lender’s knowledge, accurate and complete copies of those documents within the Lender’s file (h) To the best of its knowledge, there is no default, event of default, breach, violation or event of acceleration of a material nature existing under the Credit Agreements, (i) Lender has no knowledge of any pending litigation which would affect the title or interest of Lender in the Credit Agreements or the secured property or the marketability of the Credit, (j) The relationship between Lender and the Supplement thereto together Obligor is and will continue to be during the term of this Agreement one of lender and borrower; Lender is not a partner or joint venture with the Obligor, nor is Lender an agent of the Obligor, or vice versa; and, except as set forth in the Credit Agreements, Lender has no interest whatsoever in the secured property, and (k) Lender has provided Participant with copies of all materials information currently in Lender's possession regarding the Obligor and the collateral, which was used by Lender in its decision to make the Loan to Obligor, including reports, appraisals, and due diligence conducted by Lender and other related and material information currently in the possession of Lender. Lender further represents and warrants that it has in its possession all original Credit Agreements and that it shall maintain all records and documents evidencing the Credit and which accurately reflect Obligor’s performance regarding the Credit in accordance with standard operating procedure and in the ordinary course of business. Subject to the direction of its exhibits Participants, Lender will use its best effort to enforce the terms and attachmentsprovisions of the Credit Agreements. Lender has provided Participant with copies of the Credit Agreements that were executed or that are to be executed by Obligor as well as by other co-makers, all guarantors and endorsers under the Credit, Credit Agreements or loan. Except as set forth in this Section 3.2 Lender makes no other representations or warranties. The provisions of which are incorporated herein by reference, and acknowledges the disclosures and terms contained thereinthis Section 3.2 shall survive any termination of this Agreement.

Representations and Warranties of Lender. Lender hereby represents and warrants to Borrower, the Company as of the date hereof, the followingfollows: (a) Lender has full power read and capacity to enter into, execute is familiar with and perform understands this Agreement. Lender acknowledges that all documents, which Agreementrecords, once executed books and other information pertaining to Lender’s investment in the Company requested by LenderLender have been made available for inspection and copying by or on behalf of the Company, shall be the valid and binding obligation of Lender, enforceable against such party by any court of competent jurisdiction in accordance with its terms;that there are no additional materials or document that Lender has requested that have not been made available. (b) Lender has the requisite power and authority (corporate, partnership or other) or, if Lender is a natural person, all requisite capacity, to enter into this Agreement, acquire the Securities, and execute and deliver any documents or instruments in connection with this Agreement. If Lender is not bound a natural person, (i) the execution and delivery of this Agreement, and all other documents and instruments executed by Lender in connection with this Agreement, have been duly authorized by all required action of Lender, and if applicable, Lender’s owners or subject to any contractmanagers, agreement, court order or judgment, administrative ruling, law, regulation or and (ii) the person executing this Agreement and any other item which prohibits documents or restricts such party from entering into and performing instruments in connection with this Agreement in accordance with its terms, or requiring the consent is duly authorized to do so on behalf of any third party prior to the entry into or performance of this Agreement in accordance with its terms by Lender. (c) Neither the execution and delivery of this Agreement or any other agreement or instrument to be executed in connection herewith, nor the consummation of the transactions contemplated hereby, will violate any law, rule, regulation, order, judgment decree or award binding on Lender, or conflict with respect or constitute a material default under any instrument or agreement to the Securities being acquired by Lender: (i) which Lender is and will be acquiring a party or is subject, or constitute a breach of duty to any third party, or require the Securities for approval of any third party. If Lender is, or is purchasing shares on behalf of, an investment fund, Lender has made its own accountdetermination of the suitability of an investment in the shares for the fund, and not with a view toward the subdivision, resale, distribution, or fractionalization thereof; Lender has no contract, undertaking, or arrangement with any person an investment in shares satisfies all requirements applicable to sell, transfer, or otherwise dispose of the Securities (or any portion thereof hereby subscribed for), and has no present intention to enter into any an investment by such contract, undertaking, agreement or arrangement; (ii) this subscription for Securities by Lender is not the result of any form of general solicitation or general advertising; (iii) Lender hereby acknowledges that: (A) the offering of the Securities was made only through direct, personal communication between Lender (or a registered FINRA member firm retained by the Borrower to assist with the placement of the Securities) and Borrower; (B) Lender has had full access to material concerning Borrower’s planned business and operations, which material was furnished or made available to Lender by officers or representatives of Borrower; (C) Borrower has given Lender the opportunity to ask any questions and obtain all additional information desired in order to verify or supplement the material so furnished; and (D) Lender understands and acknowledges that a purchaser of the Securities must be prepared to bear the economic risk of such investment for an indefinite periodfund. (d) The foregoing representations and warranties are true and correct as of the date of execution by Lender, shall be true and correct as of the date of the Closing and shall survive the Closing. All other information provided to the Company by Lender about Lender is an “accredited investor” as true and complete in all material respects. If there is any material change in such term is defined in Rule 501 of Regulation D promulgated by information before the SEC under Closing, Lender shall immediately provide such information to the Act and has accurately completed the Certificate of Accredited Investor Status attached hereto as Exhibit C; (e) Lender has been advised to consult with an attorney regarding all legal matters concerning the purchase and ownership of the Securities, and with a tax advisor regarding the tax consequences of purchasing such Securities; and (f) Lender understands that its investment in Borrower involves a high degree of risk and that Lender has the financial resources to bear the loss of the entire investment amountCompany. (g) Lender has received and read the Series K PPM and the Supplement thereto together with all of its exhibits and attachments, all of which are incorporated herein by reference, and acknowledges the disclosures and terms contained therein.

Representations and Warranties of Lender. The Lender hereby represents and warrants to Borrower, as of the date hereof, the followingBorrower that: (a) the Lender has full power is a company incorporated, organized and capacity to enter intosubsisting under the laws of the jurisdiction of its incorporation; (b) this Agreement constitutes a legal, execute and perform this Agreement, which Agreement, once executed by Lender, shall be the valid and binding obligation of Lender, the Lender enforceable against such party by any court of competent jurisdiction in accordance with its terms; (b) the Lender is not bound by or subject to any contract, agreement, court order or judgment, administrative ruling, law, regulation or any other item which prohibits or restricts such party from entering into and performing this Agreement in accordance with its terms, or requiring the consent of any third party prior subject to the entry into or performance of this Agreement in accordance with its terms by Lender.applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally; (c) the execution, delivery and performance by the Lender of this Agreement and the advance of the Loan have been duly authorized by all requisite corporate action on the part of the Lender; (d) neither the execution and delivery of this Agreement nor compliance with respect to the Securities being acquired by Lenderterms, conditions and provisions hereof will conflict with or result in a breach of any of the terms, conditions or provisions of: (i) Lender is and will be acquiring the Securities for its own account, and not with a view toward the subdivision, resale, distribution, or fractionalization thereof; Lender has no contract, undertaking, or arrangement with any person to sell, transfer, or otherwise dispose constating documents of the Securities (Lender or the terms of any portion thereof hereby subscribed for), and has no present intention to enter into any such contract, undertaking, agreement class or arrangementseries of shares of the Lender; (ii) this subscription for Securities by any agreement, instrument or arrangement to which the Lender is not the result of any form of general solicitation now a party or general advertisingby which it is or may be bound, or constitute a default thereunder; (iii) Lender hereby acknowledges that: any judgment or order, writ, injunction or decree of any court; or (Aiv) any applicable law or governmental regulation; (e) the offering of the Securities was made only through direct, personal communication between Lender (or a registered FINRA member firm retained by the Borrower to assist with the placement of the Securities) and Borrower; (B) Lender has had full access to material concerning Borrower’s planned business and operations, which material was furnished or made available to Lender by officers or representatives of Borrower; (C) Borrower has given Lender the opportunity to ask any questions and obtain all additional information desired in order to verify or supplement the material so furnished; and (D) Lender understands and acknowledges that a purchaser of the Securities must be prepared to bear the economic risk of such investment for an indefinite period. (d) Lender is an “accredited investor” as such term is defined in Rule 501 within the meaning of Regulation D promulgated by the SEC under the Act and has accurately completed the Certificate of Accredited Investor Status attached hereto as Exhibit CCanadian Securities Administrators’ National Instrument 45-106 Prospectus Exemptions; (ef) the Lender has been advised is or will be acquiring securities for its own account as principal and not for the benefit of any other person for investment purposes and not with a view to, or for sale in connection with, any distribution thereof; (g) the Lender did not receive an offer to consult with an attorney regarding all legal matters concerning acquire the purchase Securities within the United States of America, any of its territories or possessions or the District of Columbia (the “United States”), and ownership it did not execute this Agreement or otherwise place its order to acquire the Securities from within the United States; (h) there are restrictions on the ability of the Lender to resell the Securities and it is the responsibility of the Lender to find out what those restrictions are and to comply with them before selling any Securities; (i) if required by applicable Securities Laws or the rules or policies of the TSX Venture Exchange, the Lender will execute, deliver and file or assist the Borrower in filing such reports, undertakings and other documents with a tax advisor regarding respect to the tax consequences issue and/or sale of purchasing such Securitiesthe Securities as may be required by any securities commission, stock exchange or other regulatory authority; and (fj) Lender understands the certificates or any non-certificated electronic positions representing the Securities will bear or be bound by, a legend substantially in the following form and with the necessary information inserted: “Unless permitted under securities legislation, the holder of this security must not trade the security before [date that its investment in Borrower involves is four months and a high degree of risk and that Lender has day from the financial resources to bear the loss of the entire investment amountClosing Date]. (g) Lender has received and read the Series K PPM and the Supplement thereto together with all of its exhibits and attachments, all of which are incorporated herein by reference, and acknowledges the disclosures and terms contained therein.”

Representations and Warranties of Lender. Lender hereby represents and warrants to Borrower, as of the date hereof, the followingfollows: (a) Lender has full power and capacity to enter into, execute and perform this 8.1. This Agreement, which Agreement, once when executed and delivered by Lender, shall be the will constitute valid and legally binding obligation obligations of Lender, enforceable against such party by any court of competent jurisdiction in accordance with its their terms;, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (b) 8.2. Other than as disclosed in Schedule 8.2, the investment made by Lender is not bound by or subject to made, and any contract, agreement, court order or judgment, administrative ruling, law, regulation or any other item shares which prohibits or restricts such party from entering into and performing this Agreement in accordance with its terms, or requiring the consent of any third party prior to the entry into or performance of this Agreement in accordance with its terms by Lender. (c) with respect to the Securities being may be acquired by Lender: (i) Lender is and will be acquiring the Securities acquired, for its Lender’s own account, not as a nominee or agent, and not with a view toward to the subdivision, resale, distribution, resale or fractionalization distribution of any part thereof; Lender has no contract, undertaking, or arrangement with any person to sell, transfer, or otherwise dispose of the Securities (or any portion thereof hereby subscribed for), and Lender has no present intention to enter into of selling, granting any such participation in, or otherwise distributing the same. Lender further represents that Lender does not presently have any contract, undertaking, agreement or arrangement;arrangement with any person or entity to sell, transfer or grant participations to such person or entity or to any third party. 8.3. Lender, nor any of its advisors, employees, agents or partners, has either directly or indirectly, including through a broker or finder: (iia) engaged in any general solicitation; or (b) published any advertisement, in connection with the financing contemplated pursuant to this subscription for Securities by Lender is not Agreement or the result offer and sale of any form securities of general solicitation or general advertising;the Company which may be issued to Lender pursuant to the terms of this Agreement (including the Warrant, the Ordinary Shares issuable upon exercise of the Warrant and the shares issuable upon conversion of the Loan Amount (including any shares issued upon conversion of such shares into Ordinary Shares, if applicable)) (the “Securities”). 8.4. Lender understands that the Securities will not be registered under the U.S. Securities Act of 1933, as amended (iii) Lender hereby acknowledges that: (A) the offering “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities was made only through directAct which depends upon, personal communication between among other things, the bona fide nature of the investment intent and the accuracy of Lender’s representations as expressed herein. Lender (or a understands that the Securities shall be “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, Lender must hold the Securities indefinitely unless they are registered FINRA member firm retained by the Borrower to assist with the placement of the Securities) United States Securities and Borrower; (B) Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Lender has had full access to material concerning Borrower’s planned business and operations, which material was furnished or made available to Lender by officers or representatives of Borrower; (C) Borrower has given Lender the opportunity to ask any questions and obtain all additional information desired in order to verify or supplement the material so furnished; and (D) Lender understands and acknowledges that a purchaser of the Company has no obligation to register or qualify the Securities must for resale. Lender further acknowledges that if an exemption from registration or qualification is available, it may be prepared to bear conditioned on various requirements including, but not limited to, the economic risk time and manner of such investment sale, the holding period for an indefinite period. (d) Lender is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act and has accurately completed the Certificate of Accredited Investor Status attached hereto as Exhibit C; (e) Lender has been advised to consult with an attorney regarding all legal matters concerning the purchase and ownership of the Securities, and with a tax advisor regarding on requirements relating to the tax consequences Company which are outside of purchasing such Securities; andthe Company’s control, and which the Company is under no obligation and may not be able to satisfy. (f) 8.5. Lender understands that its investment in Borrower involves a high degree of risk no public market now exists for the Securities, and that the Company has made no assurances that a public market will ever exist for the Securities. 8.6. The Lender has is not, and the financial resources to bear Lender is not acquiring the loss Securities for the account or benefit of, a “U.S. Person” as defined in Rule 902 of Regulation S promulgated under the Securities Act. The Lender is not, as of the entire investment amountdate of this Agreement, physically present in the United States. The Lender acknowledges that the Securities are being offered and sold to him in reliance on specific exemptions from registration under the Securities Act and U.S. state securities laws. The Lender acknowledges and agrees that certificates representing the Securities will contain one or more legends to the effect that a transfer of such securities is prohibited except pursuant to registration under the Securities Act or an available exemption from registration. (g) Lender has received and read the Series K PPM and the Supplement thereto together with all of its exhibits and attachments, all of which are incorporated herein by reference, and acknowledges the disclosures and terms contained therein.

Representations and Warranties of Lender. Lender hereby represents and warrants to Borrower, as of the date hereof, the followingthat: (a) (i) it has properly and timely appealed the existence of the defects through the appeal process, the impasse process and the management escalation process, (ii) it qualifies as an “eligible Lender” to initiate the IDR process, as described in the Lender Contract, and (iii) the Mortgage Loan is eligible for IDR. (b) it (i) has full power not failed to timely comply with an IDR award related to any other mortgage loan (or loans) that have been through an IDR proceeding; (ii) has not failed to timely comply with any other demand on any loan after the time for challenging the demand through the appeal process, the impasse process, the management escalation process and capacity the IDR process, as applicable, has expired; and (iii) does not have any outstanding amount past due to any IDR program administrator; (c) the execution of this Retainer Agreement either has been (i) specifically approved by the Board of Directors of Lender and such approval is reflected in the minutes of the meetings of such Board of Directors, or (ii) approved by one or more officers of Lender who are duly authorized by the Board of Directors to enter intointo transactions of the type set forth in the Agreement and such authorization is reflected in the minutes of the Board of Directors' meetings; (d) this Retainer Agreement constitutes the “written agreement” of Lender, execute and perform Lender shall continuously maintain this AgreementRetainer Agreement as an official record of Lender if Lender is an FDIC-insured institution; (e) the performance by it of its obligations under this Retainer Agreement (i) are within its corporate authority, which Agreement(ii) have been duly authorized by all necessary corporate action, once executed including any action required to be taken by Lender’s regulator, shall be the valid (iii) will not contravene any law, regulation or contractual provision binding on it, and (iv) will not require any consent or approval of any person, entity or governmental authority except such consents and approvals as have been obtained and are in full force and effect; (f) no insolvency, bankruptcy, receivership or similar proceeding is threatened or pending by or against it; and (g) this Retainer Agreement constitutes its legal, valid, and binding obligation of and shall be binding against Lender, enforceable against such party by any court of competent jurisdiction its successors and assigns in accordance with its terms; (b) Lender is not bound by or subject to any contract, agreement, court order or judgment, administrative ruling, law, regulation or any other item which prohibits or restricts such party from entering into and performing this Agreement in accordance with its terms, or requiring the consent of any third party prior to the entry into or performance of this Agreement in accordance with its terms by Lender. (c) with respect to the Securities being acquired by Lender: (i) Lender is and will be acquiring the Securities for its own account, and not with a view toward the subdivision, resale, distribution, or fractionalization thereof; Lender has no contract, undertaking, or arrangement with any person to sell, transfer, or otherwise dispose of the Securities (or any portion thereof hereby subscribed for), and has no present intention to enter into any such contract, undertaking, agreement or arrangement; (ii) this subscription for Securities by Lender is not the result of any form of general solicitation or general advertising; (iii) Lender hereby acknowledges that: (A) the offering of the Securities was made only through direct, personal communication between Lender (or a registered FINRA member firm retained by the Borrower to assist with the placement of the Securities) and Borrower; (B) Lender has had full access to material concerning Borrower’s planned business and operations, which material was furnished or made available to Lender by officers or representatives of Borrower; (C) Borrower has given Lender the opportunity to ask any questions and obtain all additional information desired in order to verify or supplement the material so furnished; and (D) Lender understands and acknowledges that a purchaser of the Securities must be prepared to bear the economic risk of such investment for an indefinite period. (d) Lender is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act and has accurately completed the Certificate of Accredited Investor Status attached hereto as Exhibit C; (e) Lender has been advised to consult with an attorney regarding all legal matters concerning the purchase and ownership of the Securities, and with a tax advisor regarding the tax consequences of purchasing such Securities; and (f) Lender understands that its investment in Borrower involves a high degree of risk and that Lender has the financial resources to bear the loss of the entire investment amount. (g) Lender has received and read the Series K PPM and the Supplement thereto together with all of its exhibits and attachments, all of which are incorporated herein by reference, and acknowledges the disclosures and terms contained therein.

Representations and Warranties of Lender. The Lender hereby represents and warrants to BorrowerBorrower as follows: 7.1 In connection with the additional consideration to be delivered to the Lender in the form of shares of Common Stock as provided for herein, as including, for the purposes of this Article VII, the shares of Common Stock covered by the Pledge Agreement (the "Shares"), such Lender has relied solely on independent investigations made by such Lender. Lender has had sufficient time to conduct the due diligence he or she deems necessary to evaluate the potential benefits and risks associated with making the Loan and the receipt of the date hereof, Shares. In deciding to make the following: (a) Lender has full power Loan and capacity to enter into, execute and perform into this Agreement, which AgreementLender has not relied on any statements or other information provided about the Company other than that provided by the Company in writing. 7.2 In connection with making the Loan and the receipt of the Shares, once executed by Lender, shall be the valid and binding obligation of Lender, enforceable against such party by any court of competent jurisdiction in accordance with its terms; (b) Lender is not bound by relying on any statements of directors, officers or subject employees of the Borrower, pertaining to any contractthe Borrower's present or projected business, agreementfinancial condition or results of operations. 7.3 Lender understands that the Shares have not been registered under the Securities Act of 1933, court order or judgment, administrative ruling, law, regulation or any other item which prohibits or restricts such party from entering into and performing this Agreement in accordance with its termsas amended (the "Act"), or requiring under the consent securities laws of any third party prior state and, therefore, cannot be sold or otherwise transferred unless they are registered under the Act and applicable state securities laws or unless an exemption from registration is available. 7.4 Lender understands that it has no right to require registration of the Shares under the Act, and hereby agrees that he or she will not sell or otherwise transfer the Shares until such time, if ever, that the Shares are either registered or qualified under applicable law or the Borrower receives to its satisfaction an opinion of counsel (unless waived by the Borrower) to the entry into or performance of this Agreement in accordance with its terms by Lendereffect that an exemption from registration and qualification is available. (c) with respect to the Securities being acquired by Lender: (i) 7.5 Lender is and will be acquiring the Securities Shares for its his or her own account, account for long-term investment and not with a view toward the subdivision, resale, distributionfractionalization, division, or fractionalization thereof; distribution. 7.6 Lender does not currently have any reason to anticipate any change in his or her circumstances, financial or otherwise, or any particular occasion or event which would necessitate or require his sale or distribution of the Shares. 7.7 Lender has no contractread the definition of "accredited investor" contained in Rule 501 promulgated under the Act, undertaking, or arrangement with any person to sell, transfer, or otherwise dispose and such Lender is an "accredited investor" as set forth in such definition. 7.8 Lender recognizes that the making of the Securities (or any portion thereof hereby subscribed for), Loan and has no present intention to enter into any such contract, undertaking, agreement or arrangement; (ii) this subscription for Securities by Lender is not the result of any form of general solicitation or general advertising; (iii) Lender hereby acknowledges that: (A) the offering taking of the Securities was made only through direct, personal communication between Shares pursuant hereto is an investment which involves special risks. 7.9 Lender (or a registered FINRA member firm retained by the Borrower to assist with the placement of the Securitiesi) and Borrower; (B) Lender has had full access to material concerning Borrower’s planned business and operations, which material was furnished or made available to Lender by officers or representatives of Borrower; (C) Borrower has given Lender the opportunity to ask any questions and obtain all additional information desired in order to verify or supplement the material so furnished; and (D) Lender understands and acknowledges that a purchaser of the Securities must be prepared is able to bear the economic risk of such this investment in the Shares, (ii) is able to hold the Shares for an indefinite periodperiod of time, and (iii) can afford a complete loss of his or her investment without any material change in lifestyle, and has available other personal liquid assets to insure that the investment will not cause any undue financial difficulties or affect such Lender's ability to provide for his or her current needs and possible personal financial contingencies. (d) Lender is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act and has accurately completed the Certificate of Accredited Investor Status attached hereto as Exhibit C; (e) 7.10 Lender has been advised provided access to consult with an attorney regarding all legal matters concerning the purchase and ownership information requested of the SecuritiesBorrower in evaluating the making of the Loan and its acquisition of the Shares. 7.11 Lender has been given and has acted upon the opportunity to ask questions of and to receive answers from the Borrower relating to the Borrower's operations and to the contemplated receipt of the Shares as additional consideration hereunder, and with a tax advisor regarding to obtain any additional information necessary to verify the tax consequences accuracy of purchasing the information made available to such Securities; andLender. (f) 7.12 Lender understands is aware that its investment the Borrower's largest customer is Pathmark Stores, and Lender has seen the press release issued by Pathmark Stores, dated June 2, 2000. 7.13 Lender acknowledges that the Borrower will be relying on the truth and accuracy of the foregoing acknowledgments, representations, and warranties in Borrower involves a high degree of risk deciding whether to consummate this transaction, and that Lender has the financial resources to bear the loss Borrower could be materially adversely affected if any of the entire investment amountforgoing acknowledgments, representations or warranties of Lender is untrue or inaccurate. (g) 7.14 Lender has received and read reviewed the Series K PPM Company's financial statements at December 31, 1999 and for the period from inception until such date as audited by Larson, Allen, Weishair & Co., LLP and the Supplement thereto together with all internally prepared, unaudited financial statements of its exhibits the Company at May 31, 2000 and attachmentsfor the five months then ended, all of which Lender acknowledges are incorporated herein by reference, subject to year-end adjustments and acknowledges the disclosures and terms contained thereinaudit adjustments.

Representations and Warranties of Lender. The Lender hereby represents and warrants to Borrowerto, as of the date hereofand agrees with, the followingBorrower as follows: (a) if the Lender is a corporation, or other unincorporated entity, the Lender is a valid and existing entity, has the necessary capacity and authority to execute and deliver this Agreement and to observe and perform its covenants and obligations hereunder and has taken all necessary corporate action in respect thereof. If the Lender is an individual, partnership, syndicate or other form of unincorporated organization, the Lender has full power the necessary legal capacity and capacity authority to enter into, execute and deliver this Agreement and to observe and perform its covenants and obligations hereunder and has obtained all necessary approvals in respect thereof. In either case, whether the Lender is a corporation, individual, or an unincorporated entity, this AgreementAgreement is a legal, which Agreement, once executed by Lender, shall be the valid and binding obligation contract of Lender, the Lender enforceable against such party by any court of competent jurisdiction the Lender in accordance with its termsterms and will not result in a violation of any of the Lender’s constating documents, or equivalent, or any agreement to which the Lender is a party or by which it is bound; (b) the address of the Lender is not bound by or subject to any contract, agreement, court order or judgment, administrative ruling, law, regulation or any other item which prohibits or restricts such party from entering into and performing this Agreement in accordance with its terms, or requiring accurately stated on the consent of any third party prior to the entry into or performance first page of this Agreement in accordance with its terms by Lender. (c) with respect to the Securities being acquired by Lender:Agreement; and (i) none of the funds advanced by the Lender is for the Loan (A) will represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act, (B) have been or will be acquiring derived from or related to any activity that is deemed criminal under the Securities for its own accountlaws of Canada, the United States or any other jurisdiction, or Lender, and not with a view toward the subdivision, resale, distribution, or fractionalization thereof; Lender has no contract, undertaking, or arrangement with any person to sell, transfer, or otherwise dispose of the Securities (or any portion thereof hereby subscribed for), and has no present intention to enter into any such contract, undertaking, agreement or arrangement; (ii) this subscription for Securities by the Lender is not shall promptly notify the result of Borrower if the Lender discovers that any form of general solicitation or general advertising; (iii) Lender hereby acknowledges that: (A) the offering of the Securities was made only through directrepresentations in paragraph (i) above ceases to be true, personal communication between Lender (or a registered FINRA member firm retained by and to provide the Borrower to assist with the placement of the Securities) and Borrower; (B) Lender has had full access to material concerning Borrower’s planned business and operations, which material was furnished or made available to Lender by officers or representatives of Borrower; (C) Borrower has given Lender the opportunity to ask any questions and obtain all additional appropriate information desired in order to verify or supplement the material so furnished; and (D) Lender understands and acknowledges that a purchaser of the Securities must be prepared to bear the economic risk of such investment for an indefinite periodconnection therewith. (d) Lender is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act and has accurately completed the Certificate of Accredited Investor Status attached hereto as Exhibit C; (e) Lender has been advised to consult with an attorney regarding all legal matters concerning the purchase and ownership of the Securities, and with a tax advisor regarding the tax consequences of purchasing such Securities; and (f) Lender understands that its investment in Borrower involves a high degree of risk and that Lender has the financial resources to bear the loss of the entire investment amount. (g) Lender has received and read the Series K PPM and the Supplement thereto together with all of its exhibits and attachments, all of which are incorporated herein by reference, and acknowledges the disclosures and terms contained therein.

Representations and Warranties of Lender. Lender hereby represents and warrants to Borrower, as of the date hereof, the following: (a) Lender is a limited liability company duly organized and validly existing under the laws of the Anguilla, and has full power and capacity authority to enter into, execute and perform this Agreement, which Agreement, once executed by Lender, shall be the valid and binding obligation of Lender, enforceable against such party it by any court of competent jurisdiction in accordance with its terms; (b) the individuals signing this Agreement on behalf of Lender are the duly elected executive officers of Lender so indicated, and have full power and authority to enter into, execute, deliver and perform this Agreement for and on behalf of Lender; (c) Lender is not bound by or subject to any contract, agreement, court order or judgment, administrative ruling, law, regulation or any other item which prohibits or restricts such party from entering into and performing this Agreement in accordance with its terms, or requiring the consent of any third party prior to the entry into or performance of this Agreement in accordance with its terms by Lender. (cd) with respect to the Securities Note (the "SECURITIES") being acquired (or which may be acquired) by Lender: (i) Lender is and will be acquiring the Securities for its own account, and not with a view toward the subdivision, resale, distribution, or fractionalization thereof; Lender has no contract, undertaking, or arrangement with any person to sell, transfer, or otherwise dispose of the Securities (or any portion thereof hereby subscribed for), and has no present intention to enter into any such contract, undertaking, agreement or arrangement; (ii) this subscription for Securities by Lender is not the result of any form of general solicitation or general advertising; (iii) Lender hereby acknowledges that: (A) the offering of the Securities was made only through direct, personal communication between Lender (or a registered FINRA member firm retained by the Borrower to assist with the placement of the Securities) and Borrower; (B) Lender has had full access to material concerning Borrower’s 's planned business and operations, which material was furnished or made available to Lender by officers or representatives of Borrower; (C) Borrower has given Lender the opportunity to ask any questions and obtain all additional information desired in order to verify or supplement the material so furnished; and (D) Lender understands and acknowledges that a purchaser of the Securities must be prepared to bear the economic risk of such investment for an indefinite period. (d) Lender is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act and has accurately completed the Certificate of Accredited Investor Status attached hereto as Exhibit C; (e) Lender has been advised to consult with an attorney regarding all legal matters concerning the purchase and ownership of the Securities, and with a tax advisor regarding the tax consequences of purchasing such Securities; and (f) Lender understands that its investment in Borrower involves a high degree of risk and that Lender has the financial resources to bear the loss of the entire investment amount. (g) Lender has received and read the Series K PPM and the Supplement thereto together with all of its exhibits and attachments, all of which are incorporated herein by reference, and acknowledges the disclosures and terms contained therein.

Representations and Warranties of Lender. Lender hereby represents and warrants to Borrower, as of the date hereof, the following: (a) Lender has full power and capacity to enter into, execute and perform this Agreement, which Agreement, once executed by Lender, shall be the valid and binding obligation of Lendersuch party, enforceable against such party by any court of competent jurisdiction in accordance with its terms; (b) Lender is not bound by or subject to any contract, agreement, law, court order or judgment, administrative ruling, law, regulation or any other item which prohibits or restricts such party from entering into and performing this Agreement in accordance with its terms, or requiring the consent of any third party prior to the entry into or performance of this Agreement in accordance with its terms by Lender.such party; (c) with respect to the Securities being acquired by Lender: (i) Lender acknowledges that it is and will be acquiring the Securities for its own account, and not with a view toward the subdivision, resale, distribution, or fractionalization thereof; Lender has no contract, undertaking, or arrangement with any person to sell, transfer, or otherwise dispose of the Securities (or any portion thereof hereby subscribed for), and has no present intention to enter into any such contract, undertaking, agreement or arrangement; (iid) the execution of this subscription for Securities Agreement by Lender is not the result of any form of general solicitation General Solicitation or general advertisingGeneral Advertising (as used under Rule 502(c) promulgated under the Securities Act of 1933, as amended (the "ACT")); (iiie) Lender hereby acknowledges that: (A) the offering of the Securities was made only through direct, personal communication between Lender (or a registered FINRA member firm retained by the Borrower to assist with the placement of the Securities) and Borrower; (B) Lender has had full access to material concerning Borrower’s 's planned business and operations, which material was furnished or made available to Lender by officers or representatives of Borrower; , including Borrower's filings with the U.S. Securities Exchange Commission (Cthe "SEC") Borrower has given Lender the opportunity to ask any questions and obtain all additional information desired in order to verify or supplement the material so furnished; and (D) Lender understands and acknowledges that a purchaser of the Securities must be prepared to bear the economic risk of such investment for an indefinite period. (d) Lender is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated by available on the SEC under the Act and has accurately completed the Certificate of Accredited Investor Status attached hereto as Exhibit Cweb site at wxx.xxx.xxx; (e) Lender has been advised to consult with an attorney regarding all legal matters concerning the purchase and ownership of the Securities, and with a tax advisor regarding the tax consequences of purchasing such Securities; and (f) Lender understands that its investment in Borrower involves a high degree of risk and that Lender has the financial resources to bear the loss of the entire investment amount. (g) Lender has received and read the Series K PPM and the Supplement thereto together with all of its exhibits and attachments, all of which are incorporated herein by reference, and acknowledges the disclosures and terms contained therein.

Representations and Warranties of Lender. The Lender hereby represents and warrants to Borrower, as of the date hereof, Borrower and the followingIssuer that: (a) It is (i) an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”) or (ii) a state or national Lender has full power organized under the laws of the United States, and capacity we have sufficient knowledge and experience in financial and business matters, including purchase and ownership of tax- exempt municipal obligations, to enter into, execute be able to evaluate the economic risks and perform this Agreement, which Agreement, once executed merits of the investment represented by Lender, shall be the valid and binding obligation purchase of Lender, enforceable against such party by any court of competent jurisdiction in accordance with its termsthe Bonds; (b) Lender is It has made its own inquiry and analysis with respect to the Bonds and the security therefor, and other material factors affecting the security and payment of the Bonds, and it has not bound relied upon any statement by or subject to any contractyou, agreementyour officers, court order or judgment, administrative ruling, law, regulation or any other item which prohibits or restricts such party from entering into and performing this Agreement in accordance with its termsdirectors, or requiring employees, or your financial consultants or legal advisors in connection with such inquiry or analysis or in connection with the consent offer and sale of any third party prior to the entry into or performance of this Agreement in accordance with its terms by Lender.Bonds; (c) It has either been furnished with respect or has had access to all necessary information that it desires in order to enable it to make an informed investment decision concerning investment in the Securities being acquired by Lender:Bonds, and it has had the opportunity to ask questions and receive answers from knowledgeable individuals concerning the purpose for which the proceeds of the Bonds will be utilized, and the security therefor, so that it has been able to make an informed decision to purchase the Bonds; (id) Lender It is and will be acquiring purchasing the Securities Bonds for its account and intends to hold the Bonds for our own account, account for an indefinite period and not with a view toward the subdivision, resale, distribution, or fractionalization thereof; Lender has no contract, undertaking, or arrangement with any person to sell, transfer, or otherwise dispose of the Securities (or any portion thereof hereby subscribed for)to, and has with no present intention of, selling, pledging, transferring, conveying, hypothecating, mortgaging, disposing, reoffering, distributing, or reselling the Bonds, or any part or interest thereof; however, it retains the right to enter into any such contractcontrol the disposition of property, undertakingwhich it holds for its own account; if it were to sell or transfer the Bonds in the future, agreement or arrangement; (ii) this subscription for Securities by Lender is not it will do so only to a qualified institutional buyer within the result meaning of any form of general solicitation or general advertising; (iii) Lender hereby acknowledges that: (A) the offering of Rule 144A under the Securities was made only through direct, personal communication between Lender (or a registered FINRA member firm retained by the Borrower to assist with the placement of the Securities) and Borrower; (B) Lender has had full access to material concerning Borrower’s planned business and operations, which material was furnished or made available to Lender by officers or representatives of Borrower; (C) Borrower has given Lender the opportunity to ask any questions and obtain all additional information desired in order to verify or supplement the material so furnished; and (D) Lender understands and acknowledges that a purchaser of the Securities must be prepared to bear the economic risk of such investment for an indefinite period. (d) Lender is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act and has accurately completed the Certificate of Accredited Investor Status attached hereto as Exhibit Cin accordance with all applicable laws; (e) Lender has been advised It further acknowledges that it is responsible for consulting with its advisors concerning any obligations, including, but not limited to, any obligations pursuant to consult Federal and state securities and income tax laws, it may have with an attorney regarding all legal matters concerning the purchase and ownership respect to subsequent purchasers of the SecuritiesBonds if and when any such future disposition of the Bonds may occur; (f) It understands that the Bonds (a) are not being registered under the Securities Act of 1933 and are not being registered or otherwise qualified for sale under the “Blue Sky” laws and regulations of any state due to exemptions from registration provided for therein, (b) will not be listed on any stock or other securities exchange, (c) will carry no rating from any rating service; (d) will not be readily marketable, (e) at the request of the Lender will not have CUSIP numbers and will not be book entry with a tax advisor regarding DTC; (g) It understands that neither the tax consequences West Virginia Economic Development Authority nor the Borrower is required to make any continuing disclosure pursuant to Rule 15c2- 12(b) of purchasing such Securitiesthe United States Securities and Exchange Commission under the Securities Exchange Act of 1934; and (fh) Lender It understands and agrees that its investment the foregoing representations and warranties may be relied upon by counsel in Borrower involves a high degree of risk and that Lender has rendering any opinion on the financial resources to bear the loss exemption of the entire investment amountBonds from the registration requirements of the Securities Act. (g) Lender has received and read the Series K PPM and the Supplement thereto together with all of its exhibits and attachments, all of which are incorporated herein by reference, and acknowledges the disclosures and terms contained therein.