Common use of REPRESENTATIONS AND WARRANTIES OF SELLER Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closing: (a) Seller is a municipal corporation validly existing and in good standing under the laws of the state in which it is organized and is in good standing and is duly qualified to conduct business in all of the jurisdictions in which it operates; (b) Seller has all requisite power and authority to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Seller, and are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the execution and delivery of this Agreement or the Xxxx of Sale by the Seller, nor the consummation by the Seller of the transactions contemplated hereby, will constitute a violation of, or be in conflict with, or constitute or create a default under, or result in the creation or imposition of any lien, security interest, or other encumbrance upon any of the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to date, any agreement or commitment to which the Seller is a party or by which the Seller or any of its properties (including, without limitation, the Assets) is bound or to which the Seller or any of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect the transactions or other agreements contemplated by this Agreement; (d) Seller is the sole lawful owner of the Assets and does not own the Assets through any other firm, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title to the Assets, and, at Closing, shall transfer to Buyer title to all of the Assets, free and clear of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind or character; (e) Upon receipt of all regulatory authorizations required to be obtained by Seller pursuant to Section 1.7 of Article I of this Agreement, Seller holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise required to perform its obligations under this Agreement; the conveyance of the Assets to Buyer will not render any of the Warranties (as defined hereafter) void or voidable; Buyer shall have the benefit of all of Seller’s rights in and to the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereof;

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer that the following statements are true, correct and complete Purchaser as of the execution date of this Agreement Effective Date and each Day thereafter during the Term as of the date of the Closingfollows: (a) Seller is a municipal corporation duly organized, validly existing and in good standing under the laws Laws of the state in which it is organized State of Ohio and is qualified and in good standing in each other jurisdiction where the failure to qualify would have a material adverse effect upon Seller’s performance under this Agreement, and is duly qualified Seller has the full legal right power and authority to conduct business in all of the jurisdictions in which it operates;execute, deliver and perform its obligations under this Agreement. (b) Seller has all requisite power and authority to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Seller, and are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the The execution and delivery of this Agreement or the Xxxx of Sale by the Seller, nor the consummation Seller and performance by the Seller of the transactions contemplated herebyits obligations under this Agreement have been duly authorized by all necessary corporate action, will constitute a violation ofand do not and shall not require any consent or approval of any stockholder, Government Agency or other Person which has not been obtained, and each such consent and approval that has been obtained is in full force and effect. (c) The execution and delivery of this Agreement by Seller and performance by Seller of its obligations under this Agreement do not: (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination, or be in conflict with, award having applicability to Seller or constitute or create a default under, or result in the creation or imposition of any lien, security interest, or other encumbrance upon any provision of the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended the violation of which could reasonably be expected to date, have a material adverse effect on the ability of Seller to perform its obligations under this Agreement; (ii) result in a breach of or constitute a default under any provision of the organizational documents of Seller, (iii) result in a breach of or constitute a default under any agreement relating to the management or commitment affairs of Seller or any indenture or loan or credit agreement or any other agreement, lease, or instrument to which the Seller is a party or by which the Seller or any of its properties (including, without limitationor assets may be bound, the Assets) is bound breach or to which the Seller or any default of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect reasonably be expected to have a material adverse effect on the transactions or other agreements contemplated by this Agreement; (d) ability of Seller is the sole lawful owner of the Assets and does not own the Assets through any other firm, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title to the Assets, and, at Closing, shall transfer to Buyer title to all of the Assets, free and clear of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind or character; (e) Upon receipt of all regulatory authorizations required to be obtained by Seller pursuant to Section 1.7 of Article I of this Agreement, Seller holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise required to perform its obligations under this Agreement; , or (iv) result in, or require the conveyance creation or imposition of the Assets any Lien or other charge or encumbrance of any nature (other than as may be contemplated by this Agreement) upon or with respect to Buyer will not render any of the Warranties assets or properties of Seller, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this Agreement. (d) This Agreement constitutes a legal, valid and binding obligation of Seller and is enforceable against Seller in accordance with its terms, except as defined hereaftermay be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the rights of creditors generally and except as the enforceability of this Agreement is subject to the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law), including, without limitation, the possible unavailability of specific performance, injunctive relief or any other equitable remedy and (b) void or voidable; Buyer shall have concepts of materiality, reasonableness, good faith and fair dealing. (e) There is no pending or, to the benefit of all best of Seller’s rights in knowledge, threatened action or proceeding affecting Seller before any court, Government Agency or arbitrator that could reasonably be expected to materially and adversely affect the financial condition or operations of Seller or the ability of Seller to perform its obligations hereunder, or that purports to affect the Warranties upon transfer legality, validity or enforceability of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereof;this Agreement.

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closing: (a) Seller is a municipal corporation validly existing and in good standing under the laws of the state in which it is organized and is in good standing and is duly qualified to conduct business in all of the jurisdictions in which it operates; (b) Seller has all requisite power and authority to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Seller, and are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the execution and delivery of this Agreement or the Xxxx of Sale by the Seller, nor the consummation by the Seller of the transactions contemplated hereby, will constitute a violation of, or be in conflict with, or constitute or create a default under, or result in the creation or imposition of any lien, security interest, or other encumbrance upon any of the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to date, any agreement or commitment to which the Seller is a party or by which the Seller or any of its properties (including, without limitation, the Assets) is bound or to which the Seller or any of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-non- competition agreement with Seller which could in any way affect the transactions or other agreements contemplated by this Agreement; (d) Seller is the sole lawful owner of the Assets and does not own the Assets through any other firm, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title to the Assets, and, at Closing, shall transfer to Buyer title to all of the Assets, free and clear of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind or character; (e) Upon receipt of all regulatory authorizations required to be obtained by Seller pursuant to Section 1.7 of Article I of this Agreement, Seller holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise required to perform its obligations under this Agreement; ; (f) the conveyance of the Assets to Buyer will not render any of the Warranties (as defined hereafter) void or voidable; Buyer shall have the benefit of all of Seller’s rights in and to the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereof;

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller hereby represents and warrants to Buyer that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closingfollows: (a) Seller is a municipal corporation validly existing has full power, capacity and in good standing authority to execute and deliver this Contract and all other documents required to be executed and delivered by Seller under the laws of the state in which it is organized this Contract and is in good standing and is duly qualified to conduct business in all of the jurisdictions in which it operates;perform its obligations hereunder. (b) This Contract has been, duly authorized, executed and delivered by Seller has all requisite power and authority to enter into this Agreementconstitutes the legal, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations obligation of Seller, and are or will be enforceable against Seller in accordance with their respective its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law);. (c) neither the execution and delivery of this Agreement or the Xxxx of Sale by the SellerSeller is not a party to any judicial, nor the consummation by the Seller of the transactions contemplated herebyadministrative, will constitute a violation of, or be in conflict with, or constitute or create a default under, or result in the creation or imposition of any lien, security interest, arbitration or other encumbrance upon similar proceedings relating in any of manner to the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to date, any agreement or commitment to which the Seller is a party or by which the Seller or any of its properties (including, without limitation, the Assets) is bound Property or to which the Seller Seller’s interest therein or any of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way that may detrimentally affect the transactions or other agreements contemplated by this Agreement; (d) Seller is the sole lawful owner of the Assets and does not own the Assets through any other firm, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title to the Assets, and, at Closing, shall transfer to Buyer title to all of the Assets, free and clear of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind or character; (e) Upon receipt of all regulatory authorizations required to be obtained by Seller pursuant to Section 1.7 of Article I of this Agreement, Seller holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise required Seller’s ability to perform its obligations under this Agreement; Contract or the conveyance ability of persons who acquire portions of the Assets Property to Buyer will develop, own or operate the Property. Seller has not render received notice of (and to Seller’s knowledge there is no basis for) any pending or threatened claims, actions, suits or other proceedings of the Warranties nature described in the immediately preceding sentence, nor are any such claims, actions, suits or other proceedings contemplated by Seller. (as defined hereafterd) void To Seller’s knowledge, there are no violations of laws, rules, regulations, ordinances, codes, covenants, conditions, restrictions, instructions or voidable; Buyer shall have agreements applicable to the benefit Property. Seller has not received notice from any governmental or other agency or any other person with respect to any such violations concerning the Property. (e) There are no contracts or other obligations outstanding for the sale, lease or transfer of all or any part of the Property. (f) There is no default, nor has any event occurred which, with the passage of time, the giving of notice or both, would constitute a default under any agreement, contract, mortgage, deed of trust or other instrument which relates Seller’s rights interest in and the Property, to the Warranties upon transfer Property itself, or which affects the Property in any manner that would have a material adverse effect on the Buyer. (g) Notwithstanding any other provision of this Agreement to the Assets to Buyer; contrary, it is understood and agreed that Seller is not making and has not at any time made and Seller has provided truehereby disclaims any warranties or representations of any kind or character, accurateexpress or implied with respect to: (i) the Property’s compliance with all applicable state and federal environmental laws, regulations, ordinances, rules and complete originals orders (collectively, “Environmental Laws”); (ii) any pending or copies threatened judicial or administrative proceedings of any kind with respect to the Warranties Property alleging the violation or potential violation of any Environmental Law nor any pending or threatened investigations of any matters relating to Buyer on any Environmental Laws with respect to the Property; (iii) the release or before threatened release of any hazardous, toxic or otherwise regulated substance, waste, contaminant or material (collectively “Hazardous Materials”), as such terms are defined in any applicable Environmental Law, on, in or at the date hereofProperty, or any part thereof;

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller hereby represents and warrants to Buyer that the following statements are trueBuyer, correct and complete as of the execution date of this Agreement hereof and as of the date of the ClosingClosing Date: (a) A. The Seller has been duly formed, is a municipal corporation validly existing and in good standing under the laws of the state in which it is organized of California and is in good standing and is duly qualified to conduct business in all of the jurisdictions in which it operates; (b) Seller has all requisite power and authority to enter into execute and deliver, and to perform all of its obligations under, this Agreement, execute . B. The Seller is the legal and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as beneficial owner of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Seller, and are or will Shares to be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the execution and delivery of this Agreement or the Xxxx of Sale by the Seller, nor the consummation sold by the Seller of the transactions contemplated hereby, will constitute a violation of, or be in conflict with, or constitute or create a default under, or result in the creation or imposition of any lien, security interest, or other encumbrance upon any of the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to date, any agreement or commitment to which the Seller hereunder and is a party or by which the Seller or any of its properties (including, without limitation, the Assets) is bound or to which the Seller or any of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect the transactions or other agreements contemplated by this Agreement; (d) Seller is the sole lawful owner of the Assets and does not own the Assets through any other firm, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title conveying to the Assets, and, at Closing, shall transfer to Buyer title to all of the Assetssuch Shares, free and clear of any leases, mortgages, pledges, liens, security claims, interests, conditional sales agreementscharges and encumbrances. C. The execution, consignmentsdelivery and performance of this Agreement and any other instruments and documents executed and delivered by the Seller in connection herewith have been duly authorized by all necessary action and do not and will not (i) require any consent or approval of Seller's shareholders, if applicable, or any other person, firm, entity, court or governmental authority or agency other than any consent or approval that has already been obtained or (ii) violate any law, rule, regulation, order, writ or judgment presently in effect applicable to the Seller or any provision of the charter documents or by-laws. D. Except for filings related to ownership of securities required by the Securities Exchange Act of 1934, as amended, no consent, approval, authorization of, action by, notice to, or filing with any governmental or regulatory authority ("Governmental Body") or any other person, and other charges no lapse of a waiting period, is necessary or required in connection with the execution, delivery or performance by the Seller of this Agreement or the transactions contemplated hereby. E. This Agreement has been duly executed and encumbrances of any kind or character; (e) Upon receipt of all regulatory authorizations required to be obtained delivered by Seller pursuant and constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to Section 1.7 or affecting the rights of Article I creditors generally or by general principles of this Agreementequity relating to enforceability (regardless of whether considered in a proceeding at law or in equity). F. There are no brokerage commissions, finder's fees or similar fees or commissions payable by Seller holds all necessary approvalsin connection with the transactions contemplated hereby based on any agreement, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatoryarrangement or understanding with, or otherwise required to perform its obligations under this Agreement; the conveyance of the Assets to action taken by, Seller. G. Seller acknowledges that Buyer will not render any of be relying upon the Warranties (as defined hereafter) void or voidable; Buyer shall have representations and warranties set forth in this Section 2 in purchasing the benefit of all of Shares from Seller’s rights in and to the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereof;.

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer that the following statements are true, correct and complete as of the execution date of this Agreement and as As of the date of hereof, Seller makes the Closingfollowing representations and warranties: (a) Seller is a municipal corporation limited liability company duly organized, validly existing and in good standing under the laws Laws of the state of Delaware, is duly qualified to do business in which it is organized and is in good standing under the Laws of the State, is not in violation of any provision of its articles of incorporation or by-laws, has the power and authority to own its property and assets, to carry on its business as now being conducted by it and to execute, deliver and perform this Agreement. To the best of Seller's knowledge, Seller is duly qualified to conduct do business in all of the jurisdictions every jurisdiction in which it operates;such qualification is necessary. (b) Seller has all requisite power The execution, delivery and authority to enter into performance of this AgreementAgreement by Seller, execute and deliver the Xxxx consummation of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; by Seller herein contemplated, have been duly authorized by all material requisite action on the part of Seller and will not violate any provision of Law in any material respect, any order or judgment of any court or agency of government, or the certificate of incorporation or by-laws of Seller, or any material indenture, agreement or other instrument to which Seller is a party or by which it or any of its property is subject to or bound, or be in conflict with or result in a breach of or constitute (with due notice and/or lapse of time) a material default under any such indenture, agreement or other instrument. (c) Assuming proper execution hereof by Department, this Agreement constitutesconstitutes the legal, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Seller, and are or will be Seller enforceable against Seller in accordance with their respective its terms, except as the such enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization fraudulent conveyance, reorganization, moratorium or other similar laws Laws affecting creditors’ ' rights generally and by subject to general equitable principles of equity (regardless of whether such enforceability is sought considered in a proceeding at law or in equity or lawequity);. (cd) neither Other than (i) the informational filing of this Agreement with FERC as contemplated by Section 2.08, (ii) the filing of the Notice of Partial Withdrawal with FERC in Docket Nos. EL02-60-000 and EL02-62-000 as contemplated by Section 2.09(b), which the Parties contemplate will effect the termination of the complaints filed at FERC against Seller in those dockets, and (iii) and other authorizations, consents and approvals of Governmental Authorities required to be obtained to achieve construction and operation of the Facility or otherwise disclosed to Department in writing, there is no substantive action or proceeding pending or, to the best knowledge of Seller, threatened by or against Seller by or before any court or administrative agency that might adversely affect the ability of Seller to perform its obligations under this Agreement and all material authorizations, consents and approvals of Governmental Authorities required to be obtained by Seller as of the date hereof in connection with the execution and delivery of this Agreement or in connection with the Xxxx of Sale by the Seller, nor the consummation by the Seller performance of the transactions contemplated hereby, will constitute a violation of, or be in conflict with, or constitute or create a default under, or result in the creation or imposition obligations of any lien, security interest, or other encumbrance upon any of the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to date, any agreement or commitment to which the Seller is a party or by which the Seller or any of its properties (including, without limitation, the Assets) is bound or to which the Seller or any of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect the transactions or other agreements contemplated by this Agreement; (d) Seller is the sole lawful owner of the Assets and does not own the Assets through any other firm, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title to the Assets, and, at Closing, shall transfer to Buyer title to all of the Assets, free and clear of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind or character;hereunder have been obtained. (e) Upon receipt of all regulatory authorizations required Seller is solvent. No action has been instituted, with respect to be obtained Seller, by Seller pursuant to Section 1.7 or by another person or entity of Article I of this Agreementa bankruptcy, Seller holds all necessary approvalsreorganization, authorizationsmoratorium, permits, licenses, consents, and liquidation or similar insolvency proceeding or other permissions, whether corporate, regulatory, relief under any bankruptcy or otherwise required to perform insolvency law affecting creditor's rights or petition have been presented or instituted for its obligations under this Agreement; the conveyance of the Assets to Buyer will not render any of the Warranties (as defined hereafter) void winding-up or voidable; Buyer shall have the benefit of all of Seller’s rights in and to the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereof;liquidation.

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller hereby represents represents, warrants and warrants covenants to Buyer the Purchaser that the following statements are true, correct and complete as of the execution date of this Agreement and Closing Date or as of the such date of the Closingspecifically provided herein: (a) The Seller is a municipal corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania and is or will be in compliance with the laws of each state in which it any Mortgaged Property is organized and is in good standing and is duly qualified located to conduct business in all the extent necessary to ensure the enforceability of the jurisdictions in which it operateseach Mortgage Loan; (b) The Seller has all requisite the power and authority to enter into make, execute, deliver and perform its obligations under this Agreement and all of the transactions contemplated under this Agreement, execute and deliver has taken all necessary corporate action to authorize the Xxxx execution, delivery and performance of Sale, undertake its obligations hereunder and consummate the transactions contemplated herebythis Agreement; this Agreement constitutesconstitutes a legal, and, as valid and binding obligation of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Seller, and are or will be enforceable against the Seller in accordance with their respective its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights generally in general and except as such enforceability may be limited by general equitable principles of equity (regardless of whether enforceability is sought considered in a proceeding at law or in equity equity) or law)by public policy with respect to indemnification under applicable securities laws; (c) neither the The execution and delivery of this Agreement or the Xxxx of Sale by the Seller, nor the consummation by the Seller and its performance and compliance with the terms of this Agreement will not violate the transactions contemplated hereby, will Seller’s Certificate of Incorporation or Bylaws or constitute a violation ofmaterial default (or an event which, with notice or lapse of time, or be in conflict withboth, or would constitute or create a default material default) under, or result in the creation or imposition of material breach of, any lienmaterial contract, security interest, agreement or other encumbrance upon any of the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to date, any agreement or commitment instrument to which the Seller is a party or by which may be applicable to the Seller or any of its properties assets; (includingd) No litigation before any court, without limitationtribunal or governmental body is currently pending, nor to the Assets) is bound or to which knowledge of the Seller or is threatened against the Seller, nor is there any such litigation currently pending, nor to the knowledge of such properties is subject, or any statute or any judgment, decree, order, regulation or rule the Seller threatened against the Seller with respect to this Agreement that in the opinion of any court or governmental authority; no third party the Seller has any right a reasonable likelihood of first refusal or any non-competition agreement with Seller which could resulting in any way affect a material adverse effect on the transactions or other agreements contemplated by this Agreement; (de) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller is of or compliance by the sole lawful owner Seller with this Agreement, the sale of the Assets and does not own Mortgage Loans or the Assets through any other firm, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title to the Assets, and, at Closing, shall transfer to Buyer title to all consummation of the Assetstransactions contemplated by this Agreement except for consents, free approvals, authorizations and clear of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind or characterorders which have been obtained; (ef) Upon receipt The consummation of all regulatory authorizations required the transactions contemplated by this Agreement is in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages relating to be obtained the Mortgage Loans by the Seller pursuant to Section 1.7 of Article I of this Agreement, Agreement are not subject to bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction; (g) The Seller holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise required did not select such Mortgage Loans in a manner that it reasonably believed was adverse to perform its obligations under this Agreement; the conveyance interests of the Assets to Buyer Purchaser based on the Seller’s portfolio of conventional non-conforming Mortgage Loans; (h) The Seller will not render any treat the sale of the Warranties (as defined hereafter) void or voidable; Buyer shall have the benefit of all of Seller’s rights in and Mortgage Loans to the Warranties upon transfer Purchaser as a sale for reporting and accounting purposes and, to the extent appropriate, for federal income tax purposes; (i) The Seller is an approved seller/servicer of residential mortgage loans for Xxxxxx Xxx and Xxxxxxx Mac. The Seller is in good standing to sell mortgage loans to and service mortgage loans for Xxxxxx Mae and Xxxxxxx Mac and no event has occurred which would make the Assets Seller unable to Buyercomply with eligibility requirements or which would require notification to either Xxxxxx Mae or Xxxxxxx Mac; and Seller has provided trueand (j) No written statement, accurate, and complete originals report or copies of other document furnished or to be furnished pursuant to the Warranties to Buyer on Agreement contains or before the date hereof;will contain any statement that is or will be inaccurate or misleading in any material respect.

REPRESENTATIONS AND WARRANTIES OF SELLER. (a) Seller hereby represents and warrants to Buyer that the following statements are true, correct and complete as of the execution date of this Agreement and Depositor as of the date of the Closinghereof, as follows: (ai) Seller is a municipal corporation duly organized and is validly existing and as a corporation in good standing under the laws of the state in which it is organized State of Delaware. Seller has conducted and is in good standing and is duly qualified conducting its business so as to conduct business comply in all material respects with all applicable statutes and regulations of regulatory bodies or agencies having jurisdiction over it, except where the jurisdictions in failure so to comply would not have a materially adverse effect on the performance by Seller of this Agreement, and there is no charge, investigation, action, suit or proceeding before or by any court, regulatory authority or governmental agency or body pending or, to the knowledge of Seller, threatened, which it operates;is reasonably likely to materially and adversely affect the performance by Seller of this Agreement or the consummation of transactions contemplated by this Agreement. (bii) Seller has all requisite power the full power, authority and authority legal right to enter into this Agreementhold, transfer and convey the Mortgage Loans owned by it and to execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes(and all agreements and documents executed and delivered by Seller in connection herewith) and to perform all transactions of Seller contemplated by this Agreement (and all agreements and documents executed and delivered by Seller in connection herewith). Seller has duly authorized the execution, anddelivery and performance of this Agreement (and all agreements and documents executed and delivered by Seller in connection herewith), as of and has duly executed and delivered this Agreement (and all agreements and documents executed and delivered by Seller in connection herewith). This Agreement (and each agreement and document executed and delivered by Seller in connection herewith), assuming due authorization, execution and delivery thereof by each other party thereto, constitutes the Closinglegal, the Xxxx of Sale will constitute, the valid and legally binding obligations obligation of Seller, and are or will be Seller enforceable in accordance with their respective its terms, except as the enforceability thereof such enforcement may be limited by applicable bankruptcy, fraudulent transfer, insolvency, reorganization reorganization, receivership, moratorium or other similar laws relating to or affecting creditors’ the rights generally and of creditors generally, by general equitable principles of equity (regardless of whether enforceability such enforcement is sought considered in a proceeding in equity or at law);) and by considerations of public policy. (ciii) neither Neither the execution execution, delivery and delivery performance of this Agreement, nor the fulfillment of or compliance with the terms and conditions of this Agreement by Seller, will (A) conflict with or result in a breach of any of the terms, conditions or provisions of Seller's organizational documents; (B) conflict with, result in a breach of, or constitute a default or result in an acceleration under, any agreement or instrument to which Seller is now a party or by which it (or any of its properties) is bound if compliance therewith is necessary (1) to ensure the enforceability of this Agreement or (2) for Seller to perform its duties and obligations under this Agreement (or any agreement or document executed and delivered by Seller in connection herewith); (C) conflict with or result in a breach of any legal restriction if compliance therewith is necessary (1) to ensure the Xxxx enforceability of Sale this Agreement or (2) for Seller to perform its duties and obligations under this Agreement (or any agreement or document executed and delivered by Seller in connection herewith); (D) result in the Sellerviolation of any law, nor rule, regulation, order, judgment or decree to which Seller or its property is subject if compliance therewith is necessary (1) to ensure the consummation enforceability of this Agreement or (2) for Seller to perform its duties and obligations under this Agreement (or any agreement or document executed and delivered by the Seller of the transactions contemplated hereby, will constitute a violation of, in connection herewith); or be in conflict with, or constitute or create a default under, or (E) result in the creation or imposition of any lien, security interest, charge or other encumbrance that would have a material adverse effect upon any of the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended 's ability to date, perform its duties and obligations under this Agreement (or any agreement or commitment document executed and delivered by Seller in connection herewith), or materially impair the ability of the Depositor to realize on the Mortgage Loans owned by Seller. (iv) Seller is solvent and the sale of Mortgage Loans (1) will not cause Seller to become insolvent and (2) is not intended by Seller to hinder, delay or defraud any of its present or future creditors. After giving effect to its transfer of the Mortgage Loans, as provided herein, the value of Seller's assets, either taken at their present fair saleable value or at fair valuation, will exceed the amount of Seller's debts and obligations, including contingent and unliquidated debts and obligations of Seller, and Seller will not be left with unreasonably small assets or capital with which to engage in and conduct its business. Seller does not intend to, and does not believe that it will, incur debts or obligations beyond its ability to pay such debts and obligations as they mature. No proceedings looking toward liquidation, dissolution or bankruptcy of the Seller are pending or contemplated. (v) No consent, approval, authorization or order of, or registration or filing with, or notice to, any court or governmental agency or body having jurisdiction or regulatory authority over Seller is required for (A) Seller's execution, delivery and performance of this Agreement (or any agreement or document executed and delivered by Seller in connection herewith), (B) Seller's transfer and assignment of the Mortgage Loans, or (C) the consummation by Seller of the transactions contemplated by this Agreement (or any agreement or document executed and delivered by Seller in connection herewith) or, to the extent so required, such consent, approval, authorization, order, registration, filing or notice has been obtained, made or given (as applicable), except that Seller may not be duly qualified to transact business as a foreign corporation or licensed in one or more states if such qualification or licensing is not necessary to ensure the enforceability of this Agreement (or any agreement or document executed and delivered by Seller in connection herewith). (vi) In connection with its sale of the Mortgage Loans, Seller is receiving new value. The consideration received by Seller upon the sale of the Mortgage Loans owned by it constitutes at least fair consideration and reasonably equivalent value for the Mortgage Loans. (vii) Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant of Seller contained in this Agreement (or any agreement or document executed and delivered by Seller in connection herewith). (viii) There are no actions, suits or proceedings pending or, to Seller's knowledge, threatened in writing against Seller which are reasonably likely to draw into question the validity of this Agreement (or any agreement or document executed and delivered by Seller in connection herewith) or which, either in any one instance or in the aggregate, are reasonably likely to materially impair the ability of Seller to perform its duties and obligations under this Agreement (or any agreement or document executed and delivered by Seller in connection herewith). (ix) Seller's performance of its duties and obligations under this Agreement (and each agreement or document executed and delivered by Seller in connection herewith) is in the ordinary course of business of Seller and Seller's transfer, assignment and conveyance of the Mortgage Loans pursuant to this Agreement are not subject to the bulk transfer or similar statutory provisions in effect in any applicable jurisdiction. The Mortgage Loans do not constitute all or substantially all of Seller's assets. (x) Seller has not dealt with any Person that may be entitled, by reason of any act or omission of Seller, to any commission or compensation in connection with the sale of the Mortgage Loans to the Depositor hereunder except for (A) the reimbursement of expenses as described herein or otherwise in connection with the transactions described in Section 2 hereof and (B) the commissions or compensation owed to the Underwriters or the Initial Purchaser. (xi) Seller is not in default or breach of any agreement or instrument to which the Seller is now a party or by which the Seller it (or any of its properties (including, without limitation, the Assetsproperties) is bound which breach or to which the Seller or any of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way default would materially and adversely affect the transactions or other agreements contemplated by this Agreement; (d) ability of Seller is the sole lawful owner of the Assets and does not own the Assets through any other firm, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title to the Assets, and, at Closing, shall transfer to Buyer title to all of the Assets, free and clear of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind or character; (e) Upon receipt of all regulatory authorizations required to be obtained by Seller pursuant to Section 1.7 of Article I of this Agreement, Seller holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise required to perform its obligations under this Agreement; . (xii) The representations and warranties contained in Exhibit A hereto, subject to the conveyance exceptions in the Exception Report, are true and correct in all material respects as of the Assets date hereof (or, in each case, as of such other date specifically set forth in the subject representation and warranty) with respect to Buyer will not render any the Mortgage Loans identified on Schedule II. (b) The Seller hereby agrees that it shall be deemed to make, as of the Warranties (as defined hereafter) void or voidable; Buyer shall have date of substitution, to and for the benefit of all the Trustee as the holder of Seller’s rights the Mortgage Loan to be replaced, with respect to any replacement mortgage loan (a "Replacement Mortgage Loan") that is substituted for a Mortgage Loan affected by a Material Defect or a Material Breach, pursuant to Section 7 of this Agreement, each of the representations and warranties set forth in and Exhibit A hereto (subject to exceptions disclosed at such time) (references therein to "Closing Date" being deemed to be references to the Warranties upon transfer "date of substitution" and references therein to "Cut-off Date" being deemed to be references to the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of "most recent due date for the Warranties to Buyer subject Replacement Mortgage Loan on or before the date hereof;of substitution"). From and after the date of substitution, each Replacement Mortgage Loan, if any, shall be deemed to constitute a "Mortgage Loan" hereunder for all purposes.

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer that the following statements are trueCompany, correct and complete as of the execution date of this Agreement hereof and as of the date of the Closing, as follows: (a) 5.1 Seller is a municipal corporation validly existing the sole owner of, and in has good standing under and marketable title to, the laws Shares free and clear of the state in which it is organized any and is in good standing and is duly qualified to conduct business in all contracts, options, commitments, agreements, liens, claims or encumbrances whether or not of the jurisdictions in which it operates;record. (b) 5.2 Seller has all requisite necessary corporate power and authority to enter into this Agreement and to perform its obligations hereunder, and this Agreement, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutesprovided for herein, and, as have been duly and validly authorized by proper action of the Closing, the Xxxx Board of Sale will constitute, the Directors of Seller. This Agreement has been duly executed and delivered by Seller and constitutes a valid and legally binding obligations obligation of Seller, and are or will be enforceable against Seller in accordance with their respective its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally . 5.3 The sale and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the execution and delivery of this Agreement or the Xxxx of Sale by the Seller, nor the consummation by the Seller transfer of the transactions contemplated hereby, Shares as provided herein will constitute a violation of, or be in conflict withnot violate, or constitute or create a default under, or result in the creation or imposition of any lienagreement, commitment, contract, loan, security interestagreement, pledge or other encumbrance upon any of the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to date, any agreement document or commitment instrument to which the Seller is a party or by which the Seller or any of its properties the Shares are bound. 5.4 (including, without limitation, the Assets) is bound or to which the Seller or any of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect the transactions or other agreements contemplated by this Agreement; (di) Seller is fully informed concerning the sole lawful owner business, condition, financial and otherwise, assets, operations and prospects of the Assets and does not own the Assets through any other firm, corporationCompany; (ii) Seller, or other entity its representatives, have read and have knowledge of all reports filed by the Company with the Securities and Exchange Commission, including all Reports on Form 10-K and Form 10-Q, (iii) neither the Company nor any officer, director, agent or pursuant to representative of the Company has made any partnership, joint venturerepresentation or warranty, or other agreement provided any information, to Sellers concerning or arrangement, has good and clear record and marketable title relating to the Assetsbusiness, andcondition, at Closingfinancial or otherwise, shall transfer to Buyer title to all assets, operations or prospects of the AssetsCompany, free and clear except as is set forth in the public filings of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignmentsthe Company, and other charges (iv) the market value of the Company’s common stock as traded on the NASDAQ Stock Market, or otherwise, may increase to an amount in excess of the purchase price for the Shares, and encumbrances of any kind or character; (e) Upon receipt of all regulatory authorizations required to be obtained by Seller pursuant to Section 1.7 of Article I of this Agreementnevertheless, Seller holds all necessary approvals, authorizations, permits, licenses, consents, has determined and other permissions, whether corporate, regulatory, or otherwise required desire to perform its obligations under this Agreement; sell the conveyance Shares on the terms and at the price provided herein. The representations and warranties of Seller herein shall survive the Assets to Buyer will not render any of the Warranties (as defined hereafter) void or voidable; Buyer shall have the benefit of all of Seller’s rights in and to the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereof;Closing.

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller Seller, as sole director and officer of Corporation, hereby represents and warrants to Buyer that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the ClosingPurchaser that: (ai) Seller Corporation is a municipal corporation duly organized and validly existing and in good standing under the laws of the state in which it is organized State of Delaware and is in good standing and is duly qualified to conduct business in all of has the jurisdictions in which it operates; (b) Seller has all requisite corporate power and authority to enter carry on the business it is now being conducted. Corporation and/or Seller do not require any consent and/or authorization, declaration or filing with any government or regulatory authority to undertake nay actions herein; (ii) Corporation has filed with the United States Securities and Exchange Commission (‘SEC”) a registration statement on Form 10-SB effective pursuant to the Securities Exchange Act of 1934 and is a reporting company pursuant to Section 12(g) thereunder. (iii) Corporation has timely filed and is current on all reports required to be filed by it pursuant to Sections 13 and 15 of the Securities Exchange Act of 1934. (iv) Corporation is newly formed with no financial information available other than the financial information included in its SEC filings; (v) There are no legal actions, suits, arbitrations, or other administrative, legal or governmental proceedings threatened or pending against the Corporation and/or Seller or against the Seller or other employee, officer, director or stockholder of Corporation. Additionally, Seller is not aware of any facts which may/might result in or form a basis of such action, suit, arbitration or other proceeding on any basis whatsoever; (vi) The Corporation has no subsidiaries or any direct or indirect ownership interest in any other corporation, partnership, association, firm or business in any manner; (vii) The Corporation and/or Seller does not have in effect nor has any present intention to put into this Agreementeffect any employment agreements, execute deferred compensation, pension retirement agreements or arrangements, options arrangements, bonus, stock purchase agreements, incentive or profit–sharing plans; (viii) No person or firm has, or will have, any right, interest or valid claim against the Corporation for any commission, fee or other compensation in connection with the sale of the Shares herein as a finder or broker or in any similar capacity as a result of any act or omission by the Corporation and/or Seller or anyone acting on behalf of the Corporation and/or Seller; (ix) The business and deliver operation of the Xxxx Corporation has and will be conducted in accordance with all applicable laws, rules, regulations, judgments. Neither the execution, delivery or performance of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes(A) violates the Corporation’s by-laws, Certificate of Incorporation, Shareholder Agreements or any existing resolutions; and, as of (B) will cause the Closing, Corporation to lose any benefit or any right or privilege it enjoys under the Xxxx of Sale will constitute, the Securities Act (“Act”) or other applicable state securities laws; (x) Corporation has not conducted any business and/or entered into any agreements with third-parties; (xi) This Agreement has been duly executed and delivered by constitutes a valid and legally binding obligations of Sellerinstrument, and are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally its terms and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the execution and delivery of this Agreement or the Xxxx of Sale by the Seller, nor the consummation by the Seller of the transactions contemplated hereby, will constitute a violation of, or be in does not conflict with, or constitute or create a default under, with or result in a breach of or in violation of the creation terms, conditions or imposition provisions of any lienagreement, security interestmortgage, lease or other encumbrance upon any of the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to date, any agreement instrument or commitment indenture to which the Corporation and/or Seller is a party or by which the Seller or any of its properties (including, without limitation, the Assets) is bound or to which the Seller or any of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect the transactions or other agreements contemplated by this Agreementthey are bound; (dxii) Seller is the sole lawful legal and beneficial owner of the Assets Shares and does not own the Assets through any other firm, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title to the Assets, and, at Closing, shall transfer to Buyer title to all of the Assetsthereto, free and clear of any leases, mortgages, pledges, liens, security interestsclaims, conditional sales agreements, consignments, rights and other charges and encumbrances of any kind or characterencumbrances; (exiii) Upon receipt of all regulatory authorizations required to Seller warrants that the Corporation being transferred shall be obtained by Seller pursuant to Section 1.7 of Article I of this Agreement, Seller holds all necessary approvals, authorizations, permits, licenses, consentstransferred with no liabilities and little or no assets, and other permissions, whether corporate, regulatoryshall defend and hold Purchaser and the Corporation harmless against any action by any third party against either of them arising out of, or otherwise required to perform its obligations under as a consequence of, any act or omission of Seller or the Corporation prior to, or during the closing contemplated by this Agreementcontract of sale; the conveyance of the Assets to Buyer will not render any of the Warranties and, (as defined hereafterxiv) void or voidable; Buyer shall have the benefit of all of Seller’s rights in The information contained on Exhibit A is true and to the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereof;correct.

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer that the following statements are true, correct and complete as of the execution date of this Agreement and as As of the date of hereof, Seller makes the Closingfollowing representations and warranties: (a) Seller is a municipal corporation limited liability company duly organized, validly existing and in good standing under the laws Laws of the state of Delaware, is duly qualified to do business in which it is organized and is in good standing under the Laws of the State, is not in violation of any provision of its articles of incorporation or by-laws, has the power and authority to own its property and assets, to carry on its business as now being conducted by it and to execute, deliver and perform this Agreement. To the best of Seller's knowledge, Seller is duly qualified to conduct do business in all of the jurisdictions every jurisdiction in which it operates;such qualification is necessary. (b) Seller has all requisite power The execution, delivery and authority to enter into performance of this AgreementAgreement by Seller, execute and deliver the Xxxx consummation of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; by Seller herein contemplated, have been duly authorized by all material requisite action on the part of Seller and will not violate any provision of Law in any material respect, any order or judgment of any court or agency of government, or the certificate of incorporation or by-laws of Seller, or any material indenture, agreement or other instrument to which Seller is a party or by which it or any of its property is subject to or bound, or be in conflict with or result in a breach of or constitute (with due notice and/or lapse of time) a material default under any such indenture, agreement or other instrument. (c) Assuming proper execution hereof by Department, this Agreement constitutesconstitutes the legal, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Seller, and are or will be Seller enforceable against Seller in accordance with their respective its terms, except as the such enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization fraudulent conveyance, reorganization, moratorium or other similar laws Laws affecting creditors’ ' rights generally and by subject to general equitable principles of equity (regardless of whether such enforceability is sought considered in a proceeding at law or in equity or lawequity);. (cd) neither Other than (i) the informational filing of this Agreement with FERC as contemplated by Section 2.08, (ii) the filing of the Notice of Partial Withdrawal with FERC in Docket Nos. EL02-60-000 and EL02-62-000 as contemplated by Section 2.09(b), which the Parties contemplate will effect the termination of the complaints filed at FERC against Seller in those dockets, and (iii) and other authorizations, consents and approvals of Governmental Authorities disclosed to Department in writing, there is no substantive action or proceeding pending or, to the best knowledge of Seller, threatened by or against Seller by or before any court or administrative agency that might adversely affect the ability of Seller to perform its obligations under this Agreement and all material authorizations, consents and approvals of Governmental Authorities required to be obtained by Seller as of the date hereof in connection with the execution and delivery of this Agreement or in connection with the Xxxx of Sale by the Seller, nor the consummation by the Seller performance of the transactions contemplated hereby, will constitute a violation of, or be in conflict with, or constitute or create a default under, or result in the creation or imposition obligations of any lien, security interest, or other encumbrance upon any of the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to date, any agreement or commitment to which the Seller is a party or by which the Seller or any of its properties (including, without limitation, the Assets) is bound or to which the Seller or any of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect the transactions or other agreements contemplated by this Agreement; (d) Seller is the sole lawful owner of the Assets and does not own the Assets through any other firm, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title to the Assets, and, at Closing, shall transfer to Buyer title to all of the Assets, free and clear of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind or character;hereunder have been obtained. (e) Upon receipt of all regulatory authorizations required Seller is solvent. No action has been instituted, with respect to be obtained Seller, by Seller pursuant to Section 1.7 or by another person or entity of Article I of this Agreementa bankruptcy, Seller holds all necessary approvalsreorganization, authorizationsmoratorium, permits, licenses, consents, and liquidation or similar insolvency proceeding or other permissions, whether corporate, regulatory, relief under any bankruptcy or otherwise required to perform insolvency law affecting creditor's rights or petition have been presented or instituted for its obligations under this Agreement; the conveyance of the Assets to Buyer will not render any of the Warranties (as defined hereafter) void winding-up or voidable; Buyer shall have the benefit of all of Seller’s rights in and to the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereof;liquidation.

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer that the following statements are true, correct and complete Company as of the execution date of this Agreement and as of the date of the Closingfollows: (a) Seller is a municipal corporation validly existing has full power and authority to execute and deliver this Agreement and to perform Seller’s obligations hereunder. This Agreement has been duly authorized, executed, and delivered by Seller and constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in good standing under the laws of the state in which it is organized accordance with its terms, subject to bankruptcy, insolvency, and is in good standing and is duly qualified to conduct business in all of the jurisdictions in which it operates;general equitable principles. (b) Seller is the holder of record or beneficially owns all of the Shares. (c) Upon (i) delivery to the Company of certificates representing the Repurchase Shares, duly endorsed by Seller for transfer to the Company, or (ii) confirmation reasonably acceptable to the Company of the transfer to the Company of any Repurchase Shares held by Seller in book-entry position, and upon Seller’s receipt of payment therefor, Seller will have transferred to the Company good and marketable title to the Repurchase Shares, free and clear of all liens, encumbrances, claims of third parties, security interests, mortgages, pledges, agreements, options, warrants, rights of first refusal and rights of others of any kind or nature whatsoever, whether or not filed, recorded or perfected. (d) Seller is not a party to or subject to any suit or any administrative, arbitration or other proceeding with respect to the Shares or any judgment, decree or order entered in any suit or proceeding brought by any governmental agency or other person enjoining or otherwise restraining or restricting Seller with respect to the Shares, and, to the best of Seller’s knowledge, no such suit or proceeding is threatened against Seller. (e) Other than any required filings under U.S. securities laws, Seller is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any governmental or regulatory authority or any other person in order to consummate any transfer of the Repurchase Shares to the Company. The execution, delivery and performance of this Agreement by Seller will not violate, result in the breach of or constitute a default under any contract, instrument or other agreement to which Seller is bound. To the best of Seller’s knowledge, Seller has in all requisite power material respects owned and authority held the Shares in accordance with all applicable laws and requirements of governmental authorities. (f) As the former Chairman, President and Chief Executive Officer of the Company, Seller was familiar with the condition (financial and otherwise), properties, assets, liabilities, business operation and prospects of the Company as of February 22, 2013. Seller has such knowledge and experience in business and financial matters that Seller is capable of evaluating the merits and risks of the Repurchase. (g) Seller acknowledges that the Company is in possession of material nonpublic information regarding the Company not known to Seller. Contemporaneously herewith, Seller has delivered to the Company an executed “big boy” letter in the form previously agreed by Seller and the Company. (h) Seller and his advisors have had an opportunity to ask questions of, and to receive information from, the Company and persons acting on its behalf concerning the terms of this Agreement and the terms and conditions of the Repurchase as set forth herein. Seller participated in the drafting and negotiation of, has carefully read and is familiar with this Agreement. Seller acknowledges that he has had an opportunity to consult with counsel and other advisors about this Agreement and the Repurchase. Seller has received no representations or warranties from the Company, its affiliates, employees, agents or attorneys in making his decision to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, other than as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Seller, and are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the execution and delivery of this Agreement or the Xxxx of Sale by the Seller, nor the consummation by the Seller of the transactions contemplated hereby, will constitute a violation of, or be in conflict with, or constitute or create a default under, or result in the creation or imposition of any lien, security interest, or other encumbrance upon any of the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to date, any agreement or commitment to which the Seller is a party or by which the Seller or any of its properties (including, without limitation, the Assets) is bound or to which the Seller or any of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect the transactions or other agreements contemplated by this Agreement; (d) Seller is the sole lawful owner of the Assets and does not own the Assets through any other firm, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title to the Assets, and, at Closing, shall transfer to Buyer title to all of the Assets, free and clear of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind or character; (e) Upon receipt of all regulatory authorizations required to be obtained by Seller pursuant to Section 1.7 of Article I of this Agreement, Seller holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise required to perform its obligations under this Agreement; the conveyance of the Assets to Buyer will not render any of the Warranties (as defined hereafter) void or voidable; Buyer shall have the benefit of all of Seller’s rights in and to the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereof;set forth herein.

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller hereby represents represents, warrants and warrants covenants to Buyer that the following statements are true, correct and complete Purchaser as of the execution date of this Agreement and as of the date of the ClosingClosing Date that: (ai) the Seller is a municipal corporation duly organized, validly existing and in good standing under the laws of the State of New York and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Seller in any state in which it a Mortgaged Property is organized located to the extent necessary to ensure the enforceability of each Mortgage Loan and is in good standing and is duly qualified to conduct business in all the servicing of the jurisdictions Mortgage Loan in which it operatesaccordance with the terms of this Agreement; (bii) the Seller has all requisite the full corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; by this Agreement constitutesand the execution, and, as delivery and performance of this Agreement by the Seller has been duly authorized by all necessary corporate action on the part of the ClosingSeller; and this Agreement, assuming the Xxxx of Sale will constitutedue authorization, execution and delivery thereof by the Purchaser, constitutes a legal, valid and legally binding obligations obligation of the Seller, and are or will be enforceable against the Seller in accordance with their its respective terms, except as to the extent that (a) the enforceability thereof may be limited by applicable federal or state bankruptcy, insolvency, reorganization or moratorium, receivership and other similar laws affecting relating to creditors’ ' rights generally and by general (b) the remedy of specific performance and injunctive and other forms of equitable principles (regardless relief may be subject to the equitable defenses and to the discretion of whether enforceability is sought in a the court before which any proceeding in equity or law)therefor may be brought; (ciii) neither the execution and delivery of this Agreement or the Xxxx of Sale by the Seller, nor the servicing of the Mortgage Loans by the Seller hereunder, the consummation by the Seller of the transactions contemplated herebyherein contemplated, and the fulfillment by the Seller of or compliance by the Seller with the terms hereof will constitute not (A) result in a breach of any term or provision of the charter or by-laws of the Seller or (B) conflict with, result in a breach, violation or acceleration of, or be result in conflict with, or constitute or create a default under, or result in the creation or imposition terms of any lien, security interest, or other encumbrance upon any of the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to date, any material agreement or commitment instrument to which the Seller is a party or by which the Seller or any of its properties (including, without limitation, the Assets) is bound or to which the Seller or any of such properties is subjectit may be bound, or any statute statute, order or any judgment, decree, order, regulation or rule applicable to the Seller of any court court, regulatory body, administrative agency or governmental authority; no third party has any right of first refusal body having jurisdiction over the Seller, which breach, violation, default or any non-competition agreement with Seller which could in any way affect compliance would have a material adverse effect on (a) the transactions business, operations, financial condition, properties or other agreements contemplated by this Agreement; (d) Seller is the sole lawful owner assets of the Assets and does not own Seller taken as a whole or (b) the Assets through any other firm, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title to the Assets, and, at Closing, shall transfer to Buyer title to all ability of the Assets, free and clear of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind or character; (e) Upon receipt of all regulatory authorizations required to be obtained by Seller pursuant to Section 1.7 of Article I of this Agreement, Seller holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise required to perform its obligations under this Agreement; and the conveyance Seller is not a party to, bound by, or in material breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Seller's knowledge, would in the future reasonably be expected to materially and adversely affect, (x) the ability of the Assets Seller to Buyer perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Seller taken as a whole; (iv) the Seller is, and currently intends to remain, in good standing and qualified to do business in each jurisdiction where failure to be so qualified or licensed would have a material adverse effect on (a) the business, operations, financial condition, properties or assets of the Seller taken as a whole or (b) the enforceability of any Mortgage Loan or the servicing of the Mortgage Loans in accordance with the terms of this Agreement; (v) there is no litigation or administrative proceeding pending or, to the Seller's best knowledge, threatened against the Seller that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Seller to service the Mortgage Loans or for the Seller to perform any of its other obligations hereunder in accordance with the terms hereof; (vi) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order not relating to a future transaction is required, the Seller has obtained the same; (vii) the Seller has caused to be performed any and all acts required to preserve the rights and remedies of the Purchaser in any insurance policies of the Seller or a mortgagee applicable to the Mortgage Loans sold by the Seller; and (viii) the Seller is solvent and will not render be rendered insolvent by the transactions described herein and, after giving effect to the transactions described herein, the Seller will not be left with an unreasonably small amount of capital with which to engage in the ordinary course of its business, and the Seller does not intend to incur, nor does the Seller believe that it has incurred, debts beyond its ability to pay as they mature. The Seller does not contemplate the commencement of insolvency, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of the Seller or any of the Warranties (as defined hereafter) void or voidable; Buyer shall have the benefit of all of Seller’s rights in and to the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereof;its respective assets.

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller Seller, as sole shareholder of Corporation, hereby represents and warrants to Buyer that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the ClosingPurchaser that: (ai) Seller Corporation is a municipal corporation duly organized and validly existing and in good standing under the laws of the state in which it is organized State of Delaware and is in good standing and is duly qualified to conduct business in all of has the jurisdictions in which it operates; (b) Seller has all requisite corporate power and authority to enter carry on the business as it is now being conducted. Corporation and/or Seller do not require any consent and/or authorization, declaration or filing with any government or regulatory authority to undertake any actions herein; (ii) Corporation has filed with the Securities and Exchange Commission ("SEC") a registration statement on Form 10-SB that became effective pursuant to the Securities Exchange Act of 1934 and is a reporting company ("Reporting Company") pursuant to Section 12(g) thereunder; (iii) Corporation has taken no action to end its status as either a corporation in good standing in the state of Delaware or as a Reporting Company; (iv) Corporation has timely filed and is current on all reports required to be filed by it pursuant to Sections 13 and 15 of the Securities Exchange Act of 1934; (v) Corporation is newly formed with no financial information available other than the financial information included in the SEC filings; (vi) There have been no changes to the financial position of the Corporation since the Corporation's most recent SEC filing; (vii) There are no legal actions, suits, arbitrations, or other administrative, legal or governmental proceedings threatened or pending against the Corporation and/or Seller or against the Seller or other employee, officer, director or stockholder of Corporation. Additionally, Seller is not aware of any facts which may/might result in or form a basis of such action, suit, arbitration or other proceeding on any basis whatsoever; (viii) The Corporation has no subsidiaries or any direct or indirect ownership interest in any other corporation, partnership, association, firm or business in any manner; (ix) The Corporation and/or Seller does not have in effect nor has any present intention to put into this Agreementeffect any employment agreements, execute deferred compensation, pension retirement agreements or arrangements, options arrangements, bonus, stock purchase agreements, incentive or profit-sharing plans; (x) No person or firm has, or will have, any right, interest or valid claim against the Corporation for any commission, fee or other compensation in connection with the sale of the Shares herein as a finder or broker or in any similar capacity as a result of any act or omission by the Corporation and/or Seller or anyone acting on behalf of the Corporation and/or Seller; (xi) The business and deliver operation of the Xxxx Corporation has and will be conducted in accordance with all applicable laws, rules, regulations, judgments. Neither the execution, delivery or performance of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes(A) violates the Corporation's by-laws, Articles of Incorporation, Shareholder Agreements or any existing resolutions; and, (B) will cause the Corporation to lose any benefit or any right or privilege it enjoys under the Securities Act of 1933, as of the Closingamended, the Xxxx of Sale will constituteor other applicable state securities laws; (xii) Corporation has not conducted any business and/or entered into any agreements with third-parties; (xiii) This Agreement has been duly executed and delivered, the and constitutes a valid and legally binding obligations of Sellerinstrument, and are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally its terms and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the execution and delivery of this Agreement or the Xxxx of Sale by the Seller, nor the consummation by the Seller of the transactions contemplated hereby, will constitute a violation of, or be in does not conflict with, or constitute or create a default under, with or result in a breach of or in violation of the creation terms, conditions or imposition provisions of any lienagreement, security interestmortgage, lease or other encumbrance upon any of the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to date, any agreement instrument or commitment indenture to which the Corporation and/or Seller is a party or by which the Seller or any of its properties (including, without limitation, the Assets) is bound or to which the Seller or any of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect the transactions or other agreements contemplated by this Agreementthey are bound; (dxiv) Seller is the sole lawful legal and beneficial owner of the Assets Shares and does not own the Assets through any other firm, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title to the Assets, and, at Closing, shall transfer to Buyer title to all of the Assetsthereto, free and clear of any leases, mortgages, pledges, liens, security interestsclaims, conditional sales agreements, consignments, rights and other charges and encumbrances of any kind or characterencumbrances; (exv) Upon receipt of all regulatory authorizations required to be obtained by Seller pursuant to Section 1.7 of Article I of this Agreement, Seller holds all necessary approvals, authorizations, permits, licenses, consents, The information contained on Exhibit A is true and other permissions, whether corporate, regulatory, or otherwise required to perform its obligations under this Agreement; the conveyance of the Assets to Buyer will not render any of the Warranties (as defined hereafter) void or voidable; Buyer shall have the benefit of all of Seller’s rights in and to the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereof;correct.

REPRESENTATIONS AND WARRANTIES OF SELLER. 8.1.1 For the purpose of inducing Purchaser to enter into this Purchase Contract and to consummate the sale and purchase of the Property in accordance herewith, each Seller hereby on its own behalf with respect to its own Property only, but not on behalf of the other Seller or Property it does not own, represents and warrants to Buyer that Purchaser the following statements are true, correct and complete as of the execution date of this Agreement Effective Date and as of the date of the ClosingClosing Date: (a) 8.1.1.1 Seller identified in the Recitals is a municipal corporation validly existing lawfully and duly organized, and in good standing under the laws of the state of its formation set forth in which it is organized the initial paragraph of this Purchase Contract; and is in good standing and is duly qualified to conduct business in all of has or at Closing shall have the jurisdictions in which it operates; (b) Seller has all requisite power and authority to enter into this Agreementsell and convey the Property and to execute the documents to be executed by Seller and prior to Closing will have taken as applicable, execute and deliver the Xxxx of Saleall corporate, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutespartnership, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Seller, and are limited liability company or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither equivalent entity actions required for the execution and delivery of this Agreement or the Xxxx of Sale by the SellerPurchase Contract, nor and the consummation by the Seller of the transactions contemplated hereby, by this Purchase Contract. The compliance with or fulfillment of the terms and conditions hereof will constitute a violation of, or be in not conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute or create a default under, or result in the creation or imposition of any lien, security interest, or other encumbrance upon any of the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to date, any agreement or commitment Purchase Contract to which the Seller is a party or by which Seller is otherwise bound. Seller has not made any other Purchase Contract for the Seller sale of, or given any other person the right to purchase, all or any part of its properties (including, without limitation, the Assets) is bound or to which the Seller or any of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect the transactions or other agreements contemplated by this AgreementProperty applicable to the foregoing representation; (d) 8.1.1.2 Seller is the sole lawful owner of the Assets and does not own the Assets through any other firmowns insurable, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable fee title to the AssetsProperty, andincluding all real property contained therein required to be sold to Purchaser, subject only to the Permitted Exceptions (provided, however, that if this representation is or becomes untrue, Purchaser's remedies shall be limited to the remedies set forth in Section 6.7 hereof); 8.1.1.3 There are no adverse or other parties in possession of the Property, except for occupants, guests and tenants under the Commercial Leases (provided, however, that if this representation is or becomes untrue, Purchaser's remedies shall be limited to the remedies set forth in Section 6.7 hereof). 8.1.1.4 The joinder of no person or entity other than Seller is necessary to convey the Property, fully and completely to Purchaser at Closing, shall transfer or to Buyer title fulfill Seller's obligations and Seller has all necessary right and authority to convey and assign to Purchaser all of the Assets, free contract rights and clear of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind or character; (e) Upon receipt of all regulatory authorizations warranties required to be obtained by conveyed and assigned to Purchaser hereunder; 8.1.1.5 Purchaser has no duty to collect withholding taxes for Seller pursuant to Section 1.7 the Foreign Investors Real Property Tax Act of Article I 1980, as amended; 8.1.1.6 To Seller's knowledge, there are no actions, proceedings, litigation or governmental investigations or condemnation actions either pending or threatened against the Property, as applicable; 8.1.1.7 Seller has no knowledge of this Agreementany claims for labor performed, Seller holds all necessary approvalsmaterials furnished or services rendered in connection with constructing, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, improving or otherwise required to perform its obligations under this Agreement; the conveyance of the Assets to Buyer will not render repairing any of the Warranties Property, as applicable, caused by Seller and which remain unpaid beyond the date for which payment was due and in respect of which liens may or could be filed against any of the Property, as applicable; 8.1.1.8 To Seller's knowledge, there are no wells (as defined hereafterwater, monitoring or otherwise) void or voidable; Buyer shall have located on the benefit Property xxx there are no individual sewage treatment systems located on the Property. Sewage generated at the Property goes to a facility permitted by the Minnesota Pollution Control Agency. The disclosures made in this Section 8.1.1.8 are made pursuant to the requirements of all Minnesota law. 8.1.1.9 To the best of Seller’s rights in and to 's knowledge, the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereof;Rent Roll attached hereto as Schedule 8.

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer that the following statements are true, correct and complete Purchaser as of the execution date of this Agreement and as of the date of the Closingfollows: (a) To the best of Seller's knowledge, there is no pending condemnation, or similar proceeding affecting the Property. (b) Seller has no actual knowledge and has not been notified that any part of the Project has ever been used for hazardous or toxic waste disposal, for disposal of fuel or oil or other similar material, or that any part of the Project is or has been contaminated with hazardous or toxic waste or fuel or oil or other similar material from any source whatsoever, except as disclosed in any environmental report made available for Purchaser's review in its pre-contract review of the Property or as disclosed in any environmental report obtained by Purchaser during the Feasibility Period. (c) There are no legal actions, suits or other legal or administrative proceedings pending or, to Seller's knowledge, threatened which would adversely affect the Property or any portion of the Property, except as noted on the attached Exhibit "B," to be delivered by Seller within 10 days of the Effective date. (d) This Agreement has been, and the documents, instruments and agreements required to be delivered by Seller pursuant to this Agreement shall be duly executed and delivered by Seller and constitute legal, valid and binding obligations of Seller enforceable in accordance with their respective terms. Neither the execution, delivery or performance of this Agreement is prohibited by the terms of any agreement binding on Seller, or requires Seller or the individual executing this Agreement on behalf of Seller to obtain the consent, approval or authorization of or notice to or filing a municipal corporation registration with any person, public authority or any other entity. (e) Seller has good and marketable title to the Property which, to the best of Seller's knowledge, is subject to no lien, charge or encumbrance of any nature whatsoever except as disclosed to Purchaser in the Title Commitment. (f) Seller is, as of the date Closing, duly organized, validly existing and in good standing under the laws of the state in which it is organized State of Florida, and is in good standing and is duly qualified to conduct business in all of the jurisdictions in which it operates; (b) Seller has shall have all requisite power and authority to enter into this Agreementown its properties and assets and to carry on its business. (g) The information contained in the Rent Roll is or shall be complete, execute accurate, true and deliver correct in all material respects upon delivery to Purchaser. To Company's knowledge the Xxxx Partnership is not in violation of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as any of the Closing, the Xxxx leases. The provisions of Sale will constitute, the valid and legally binding obligations of Seller, and are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the execution this Section 6.1 shall survive closing and delivery of this Agreement or the Xxxx Deed for a period of Sale by one year after the Seller, nor the consummation by the Seller of the transactions contemplated hereby, will constitute a violation of, or be in conflict with, or constitute or create a default under, or result in the creation or imposition of any lien, security interest, or other encumbrance upon any of the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to date, any agreement or commitment to which the Seller is a party or by which the Seller or any of its properties (including, without limitation, the Assets) is bound or to which the Seller or any of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect the transactions or other agreements contemplated by this Agreement; (d) Seller is the sole lawful owner of the Assets and does not own the Assets through any other firm, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title to the Assets, and, at Closing, shall transfer to Buyer title to all of the Assets, free and clear of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind or character; (e) Upon receipt of all regulatory authorizations required to be obtained by Seller pursuant to Section 1.7 of Article I of this Agreement, Seller holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise required to perform its obligations under this Agreement; the conveyance of the Assets to Buyer will not render any of the Warranties (as defined hereafter) void or voidable; Buyer shall have the benefit of all of Seller’s rights in and to the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereof;Closing Date.

REPRESENTATIONS AND WARRANTIES OF SELLER. (a) Seller hereby represents and warrants to Buyer, which representations and warranties shall be deemed made by Seller to Buyer that the following statements are true, correct and complete as of the execution date of this Agreement Effective Date and also as of the date of the ClosingClosing Date: (ai) Seller is a municipal corporation validly existing and To Seller’s knowledge, there are no parties in good standing under the laws possession of any portion of the state in which it is organized Property except Seller and is in good standing and is duly qualified to conduct business in all of the jurisdictions in which it operatestenants under Tenant Leases; (bii) To Seller’s knowledge, except as provided in the Rent Rolls, neither Seller nor any tenant is in default of any material obligation pursuant to the terms of the Tenant Leases; (iii) Seller has all requisite has, or on the Closing Date will have, the partnership power and authority to sell and convey the Property as provided in this Contract and to carry out Seller’s obligations hereunder, and that all requisite partnership action necessary to authorize Seller to enter into this Agreement, execute Contract and deliver the Xxxx of Sale, undertake its to carry out Seller’s obligations hereunder has been, or on the Closing Date will have been, taken; (iv) To Seller’s knowledge, the Operating Reports are true and consummate correct in all material respects; (v) Seller has received no written notice from any government agency having jurisdiction over the transactions contemplated hereby; this Agreement constitutes, and, as Land or Improvements that either considers the construction of the ClosingImprovements or the operation or use of the Property to be in violation of any law, the Xxxx ordinance, regulation or order; (vi) Without any other investigation or inquiry of Sale will constitute, the valid and legally binding obligations of Seller, and are or will be enforceable in accordance with their respective termsany kind, except as the enforceability thereof may be limited by applicable bankruptcylawfully located on the Property and except as disclosed in the Existing Environmental Report, insolvencyto Seller’s knowledge, reorganization there are no Hazardous Materials in, attributable to or affecting the Land or Improvements. As used herein, a “Hazardous Material” means any hazardous, toxic or dangerous waste, substance or material, pollutant or contaminant, as defined for purposes of any Environmental Laws or any other federal, state or local law, ordinance, rule, regulation or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither enforcement vehicle applicable to the execution and delivery of this Agreement or the Xxxx of Sale by the Seller, nor the consummation by the Seller of the transactions contemplated hereby, will constitute a violation ofProperty, or be in conflict withany substance which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic, or constitute or create a default underotherwise hazardous, or result in the creation any substance which contains gasoline, diesel fuel or imposition of any lienother petroleum hydrocarbons, security interestpolychlorinated biphenyls (PCBs), or other encumbrance upon radon gas, urea formaldehyde, asbestos or lead. “Environmental Laws” means all federal, state and local laws, ordinances, rules and regulations now or hereafter in force, as amended from time to time, and all federal and state court decisions, consent decrees and orders interpreting or enforcing any of the Assets underforegoing, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to date, any agreement or commitment to which the Seller is a party or by which the Seller or any of its properties (including, without limitation, the Assets) is bound or to which the Seller or any of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect the transactions relating to or other agreements contemplated by this Agreement; (d) Seller is the sole lawful owner regulating human health or safety, or industrial hygiene or environmental conditions, or protection of the Assets and does not own the Assets through any other firm, corporationenvironment, or other entity pollution or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title to the Assets, and, at Closing, shall transfer to Buyer title to all contamination of the Assetsair, free and clear of any leasessoil, mortgages, pledges, liens, security interests, conditional sales agreements, consignmentssurface water or groundwater, and other charges includes the Comprehensive Environmental Response, Compensation and encumbrances Liability Act of any kind or character; (e) Upon receipt of all regulatory authorizations required to be obtained by Seller pursuant to Section 1.7 of Article I of this Agreement1980, Seller holds all necessary approvals42 U.S.C. § 9601, authorizationset seq., permitsthe Resource Conservation and Recovery Act, licenses42 U.S.C. § 6901, consentset seq., and other permissionsthe Clean Water Act, whether corporate33 U.S.C. § 1251, regulatory, or otherwise required to perform its obligations under this Agreement; the conveyance of the Assets to Buyer will not render any of the Warranties (as defined hereafter) void or voidable; Buyer shall have the benefit of all of Seller’s rights in and to the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereofet seq.;

REPRESENTATIONS AND WARRANTIES OF SELLER. (a) Seller hereby represents and warrants to Buyer Purchaser that the following statements are true, correct (i) Seller has full power and complete as of the execution date of authority to execute and deliver this Agreement and as to perform Seller’s obligations under this Agreement and this Agreement constitutes the valid and legally binding obligation of Seller, enforceable in accordance with its terms and (ii) Seller owns, or will at the Closing own, the Shares free and clear of any and all liens and encumbrances. Seller is not a party to any agreement or understanding respect to the voting of the date Shares or which would prohibit or restrict the transfer of the Closing: (a) Seller is a municipal corporation validly existing and in good standing under the laws of the state in which it is organized and is in good standing and is duly qualified to conduct business in all of the jurisdictions in which it operates;Shares. (b) Seller acknowledges that Purchaser’s common stock is registered under the Securities Exchange Act of 1934, as amended, and that information concerning Purchaser, including financial information, is readily available to Seller, in particular, at Purchaser’s corporate website xxx.xxxxxxx.xxx and at the website of the United States Securities Exchange Commission xxx.xxx.xxx. Seller has all requisite power had an opportunity to fully and authority to enter into this Agreement, execute completely obtain and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate review such information concerning Purchaser as Seller deems appropriate in connection with the transactions contemplated hereby; this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Seller, and are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law);. (c) neither Seller has had a reasonable opportunity to ask questions of and receive information and answers from a person or persons acting on behalf of Purchaser concerning the execution common stock of Purchaser, and delivery all such questions have been answered and all such information has been provided to the full satisfaction of this Agreement or the Xxxx of Sale by the Seller, nor the consummation by the Seller of the transactions contemplated hereby, will constitute a violation of, or be in conflict with, or constitute or create a default under, or result in the creation or imposition of any lien, security interest, or other encumbrance upon any of the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to date, any agreement or commitment to which the Seller is a party or by which the Seller or any of its properties (including, without limitation, the Assets) is bound or to which the Seller or any of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect the transactions or other agreements contemplated by this Agreement; (d) Seller (i) has such knowledge and experience in financial and business matters that Seller is capable of evaluating the sole lawful owner merits and risks of an investment in Purchaser’s common stock, and (ii) understands that the Purchaser’s common stock being acquired in exchange for the Shares will be acquired solely by and for the account of Seller, for investment, and is not being acquired for resale or distribution, and Seller has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else all or any part of the Assets Purchaser’s common stock that Seller will receive, and does not own the Assets through Seller has no present plan or intention to enter into any other firmsuch contract, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement undertaking or arrangement, has good and clear record and marketable title to the Assets, and, at Closing, shall transfer to Buyer title to all of the Assets, free and clear of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind or character;. (e) Upon receipt of all regulatory authorizations required to be obtained by Seller acknowledges and understands that if this Agreement is terminated pursuant to Section 1.7 Paragraph 7(e) below because Purchaser has entered into a written definitive agreement with the Company to acquire all of Article I of this Agreementthe Company issued and outstanding capital stock, Seller holds all necessary approvalsthe definitive agreement is expected to allow each shareholder (including Seller) to choose to receive for his or her Company common stock either Purchaser’s common stock, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatorycash, or otherwise required to perform its obligations under this Agreement; a combination of Purchaser’s common stock and cash (provided that the conveyance of the Assets to Buyer will not render any of the Warranties (transaction qualifies as defined hereafter) void or voidable; Buyer shall have the benefit of all of Sellera tax-free reorganization for those shareholders who receive Purchaser’s rights in and to the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereof;common stock).

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer that the following statements are true, correct and complete Purchaser as of the execution date of this Agreement and as of the date of the Closingfollows: (a) Seller is a municipal corporation validly existing and in good standing under the laws an individual resident of the state in which it is organized Province of British Columbia, Canada and is in good standing and is duly qualified to conduct business in all of the jurisdictions in which it operates; (b) Seller has all requisite power and authority to enter into this Agreementthe Agreement and to carry out the provisions hereof; (b) at the time of transfer to Purchaser, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as Seller has paid all of the Closing, consideration required to be paid to previous title holders and is the Xxxx beneficial owner of Sale will constitute, a 100% undivided interest in and to the valid and legally binding obligations of Seller, and are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law)Conveyed Property; (c) neither there is no adverse claim or challenge to the ownership of or title to any part of the Conveyed Property nor to the knowledge of Seller is there any basis therefore; (d) the mineral claims and or patented claims and or mining lease comprising the Conveyed Property have been properly staked and recorded and are in good standing in the mining division in which they were recorded; (e) to the best of Seller’s knowledge, any and all previous work conducted on the Conveyed Property was conducted in accordance with all applicable environmental law, orders and rulings; (f) all taxes, assessments, rentals, levies or other payments relating to the Conveyed Property and required to be made to any federal, provincial or municipal governmental instrumentality have been made; (g) all assessment work has been performed, filed and recorded to maintain the Conveyed Property in good standing; (h) the Conveyed Property (including all ores, concentrates, minerals, metals or products in, on or under the Conveyed Property or which may be removed or extricated from) and the Seller's 100% interest therein, are free and clear of any and all liens, charges, claims, encumbrances, mortgages, hypothecs, agreements, adverse claims (including, without limitation, any order or judgment relating to the Conveyed Property or any legal proceedings in process, pending or threatened which might result in any such order or judgment), royalties or other payments in the nature of a rent or royalty, or other interests of whatsoever nature or kind, recorded or unrecorded; (i) the Seller has not received from any governmental instrumentality any notice of, or communication relating to, any actual or alleged breach of any environmental laws, regulations, policies or requirements, and there are no outstanding work orders or actions required to be taken relating to environmental matters respecting the Conveyed Property or any operations carried out thereon; (j) none of the execution and or delivery of this Agreement hereof or the Xxxx of Sale by the Seller, nor the consummation performance by the Seller of the transactions contemplated hereby, its obligations hereunder will constitute a violation of, or be in conflict with, or constitute or create a cause default under, or result in the creation or imposition conflict, with any provisions of any lien, security interest, or other encumbrance upon any of the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to date, any agreement or commitment agreements to which the Seller is a party or by which the Seller or any of its properties (including, without limitation, the Assets) is bound or to which the Seller or any of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect the transactions or other agreements contemplated by this Agreementparty; (dk) Seller is the sole lawful owner of the Assets and does not own the Assets through any other firm, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title to the Assetsbest of Seller's knowledge, and, at Closing, shall transfer to Buyer title to all of the Assets, Conveyed Property is free and clear of any leasesall unprotected open mine shafts, mortgagesmine openings or workings, pledgesopen pits, liensrock stockpiles, security interestsmine tailings, conditional sales agreementsor waste materials; (l) to the best of Seller’s knowledge, consignmentsthere have been no material spills, and discharges, leaks, emissions, ejections, escapes, dumpings or other charges and encumbrances releases of any kind of any toxic or characterhazardous substances in, on or under the Conveyed Property or the environment surrounding it and there is no presence of polychlorinated biphenyl in, on or under the Conveyed Property; (em) Upon receipt the Seller has not granted any person or corporation access to or the right to enter upon and explore or investigate the mineral potential of the Conveyed Property nor is Seller aware of any such exploration or investigation having been conducted thereon without the Seller’s expressed knowledge and or written consent; (n) the Conveyed Property is not subject to any outstanding obligations or liabilities whatsoever or any agreement with any third party; (o) there are no outstanding or pending actions, suits or claims affecting all regulatory authorizations required or any part of the Conveyed Property; (p) the Seller has and will continue to make available to the Purchaser all information in its possession or control relating to work done on or with respect to the Conveyed Property which could possibly be considered to be obtained materially significant in indicating whether the Conveyed Property might or might not have the potential for economic mineralization; (q) the surface rights of the Conveyed Property have not been dealt with or encumbered in any fashion by it and it has the right and has unimpeded access to the surface area of the Conveyed Property; (r) neither the entering into of this Agreement nor the conveyance to the Purchaser of an ownership interest in the Conveyed Property is or will be in contravention of the Planning Act (Ontario); (s) the Seller is not aware of any restriction on the zoning of the Conveyed Property or any proposed change to such zoning which would hinder or prohibit the intended use by the Purchaser of the Conveyed Property for exploration and mining activity; (t) there is no contract, option or any other right of another binding upon or which at any time in the future may become binding upon the Seller to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber the Conveyed Property other than pursuant to Section 1.7 of Article I the provisions of this Agreement; and (u) The covenants, representations and warranties of the Seller holds all necessary approvalscontained in this Agreement and any agreement, authorizationsinstrument, permits, licenses, consents, and certificate or other permissions, whether corporate, regulatory, document executed or otherwise required to perform its obligations under delivered pursuant hereto shall survive the execution of this Agreement; the conveyance of the Assets to Buyer will not render any of the Warranties (as defined hereafter) void or voidable; Buyer shall have the benefit of all of Seller’s rights in and to the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereof;.

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closing: (a) Seller is a municipal corporation validly existing and in good standing under the laws of the state in which it is organized and is in good standing and is duly qualified to conduct business in all of the jurisdictions in which it operates; (b) Seller has all requisite power and authority to enter into this Agreement, execute and deliver the Xxxx Bill of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as of the Closing, the Xxxx Bill of Sale will constitute, the valid and legally binding obligations of Seller, and are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the execution and delivery of this Agreement or the Xxxx Bill of Sale by the Seller, nor the consummation by the Seller of the transactions contemplated hereby, will constitute a violation of, or be in conflict with, or constitute or create a default under, or result in the creation or imposition of any lien, security interest, or other encumbrance upon any of the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to date, any agreement or commitment to which the Seller is a party or by which the Seller or any of its properties (including, without limitation, the Assets) is bound or to which the Seller or any of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-non- competition agreement with Seller which could in any way affect the transactions or other agreements contemplated by this Agreement; (d) Seller is the sole lawful owner of the Assets and does not own the Assets through any other firm, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title to the Assets, and, at Closing, shall transfer to Buyer title to all of the Assets, free and clear of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind or character; (e) Upon receipt of all regulatory authorizations required to be obtained by Seller pursuant to Section 1.7 of Article I of this Agreement, Seller holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise required to perform its obligations under this Agreement; ; (f) the conveyance of the Assets to Buyer will not render any of the Warranties (as defined hereafter) void or voidable; Buyer shall have the benefit of all of Seller’s rights in and to the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereof;

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller hereby represents and warrants to Buyer that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the ClosingPurchaser that: (a) The Seller is a municipal corporation validly existing owns the Shares of record and the Shares are free and clear of all liens, claims, charges, security interests, and encumbrances of any kind whatsoever. The Seller has sole control over such Shares or sole discretionary authority over any account in good standing under which they are held. Except for this Agreement, there are no outstanding warrants, options or rights of any kind to acquire from the laws Seller any of the state Shares. Delivery of the Shares by the Seller to the Purchaser in which it is organized and is in good standing and is duly qualified accordance with this Agreement will vest title to conduct business in all of the jurisdictions Shares in which it operates;the Purchaser, free and clear of all liens, pledges, encumbrances, claims and equities of every kind. (b) The Seller has all requisite full right, power and authority to enter into execute, deliver and perform this Agreement, execute Agreement and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate to carry out the transactions contemplated hereby; this . This Agreement constituteshas been duly and validly executed and delivered by the Seller and constitutes a valid, and, as binding obligation of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Seller, and are or will be enforceable against the Seller in accordance with their respective terms, its terms (except as the such enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other bankruptcy and similar laws affecting the enforcement of creditors’ rights generally and by to general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or lawprinciples);. (c) neither The Seller has, in connection with the transactions contemplated hereby and all aspects thereof, dealt directly with the Purchaser and has no arrangement or understanding with or obligation to any broker (except with respect to ministerial functions, if any) or other intermediary that would result in the payment of a brokerage fee or other similar remuneration by anyone other than the Seller. (d) The execution and delivery of this Agreement and the performance of its respective terms will not, with or without the giving of notice or the Xxxx passage of Sale by the Sellertime, nor the consummation by the Seller of the transactions contemplated herebyconflict with, will constitute a violation of, or be breach of or result in conflict with, or constitute or create a default under, or result in the creation acceleration of, create in any party the right to accelerate, terminate, modify, or imposition of cancel or require any liennotice or consent under (a) any contract, security interest, or other encumbrance upon any of the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to date, any agreement or commitment arrangement to which the such Seller is a party or by which the such Seller or any of its properties (including, without limitation, the Assets) property is bound or to which the Seller or any of such properties is Seller’s assets are subject, or (b) any statute or any judgmentorder, writ, injunction, award, decree, order, regulation decision or rule ruling of any court court, arbitrator or governmental authority; no third party has any right of first refusal or any non-competition agreement with regulatory body against or binding such Seller which could in any way affect the transactions or other agreements contemplated by this Agreement; (d) Seller is the sole lawful owner of the Assets and does not own the Assets through any other firm, corporationits property, or other entity (c) any statute, law, rule or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title to the Assets, and, at Closing, shall transfer to Buyer title to all of the Assets, free and clear regulation of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind jurisdiction to which Seller or character;its property may be subject. (e) Upon receipt of all regulatory authorizations required The Seller makes no representations or warranties with respect to be obtained by Seller pursuant to Section 1.7 of Article I of this Agreementthe business, Seller holds all necessary approvalsassets, authorizationsliabilities, permitsoperations, licenses, consentscondition (financial or otherwise), and other permissions, whether corporate, regulatory, or otherwise required to perform its obligations under this Agreement; the conveyance prospects of the Assets to Buyer will not render any of the Warranties (as defined hereafter) void or voidable; Buyer shall have the benefit of all of Seller’s rights in and to the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereof;Company.

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer that makes the following statements are true, correct representations and complete as of the execution date of this Agreement and as of the date of the Closingwarranties to Buyer: (a) 14.1.1 Seller is a municipal corporation Delaware limited liability company duly organized, validly existing and in good standing under the laws of the state in which it State of Delaware, is organized and is in good standing and is duly qualified to conduct do business in all the State of Illinois and has the jurisdictions in which it operates; (b) Seller has all requisite legal power and authority to own its properties, to carry on its business as now being conducted and to enter into this AgreementAgreement and, execute and deliver subject to the Xxxx receipt of Salethe regulatory approvals set forth in Section 20, undertake its obligations hereunder and consummate carry out the transactions contemplated hereby; hereby and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement. 14.1.2 The execution, delivery and performance by Seller of this Agreement constituteshave been duly authorized by all necessary corporate action, and, as of the Closing, the Xxxx of Sale and do not and will constitute, the valid and legally binding obligations not require any consent or approval of Seller, and are 's Management Committee or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or equity holders other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law);than that which has been obtained. (c) neither the 14.1.3 The execution and delivery of this Agreement or the Xxxx of Sale by the SellerAgreement, nor the consummation by the Seller of the transactions contemplated herebyhereby and the fulfillment of and compliance with the provisions of this Agreement, do not and will not conflict with or constitute a violation of, breach of or be in conflict with, or constitute or create a default under, or result in the creation or imposition of any lien, security interest, or other encumbrance upon any of the Assets underterms, conditions or provisions of any applicable charterlegal requirements, certificate or any organizational documents, agreement, deed of incorporationtrust, bylawsmortgage, operating agreement and/or similar organizational documents loan agreement, other evidence of the Seller, each as amended to date, indebtedness or any other agreement or commitment instrument to which the Seller is a party or by which the Seller it or any of its properties (includingproperty is bound, without limitation, the Assets) is bound or to which the Seller result in a breach of or a default under any of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect the transactions or other agreements contemplated by this Agreement; (d) Seller is the sole lawful owner of the Assets and does not own the Assets through any other firm, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title to the Assets, and, at Closing, shall transfer to Buyer title to all of the Assets, free and clear of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignmentsforegoing, and other charges and encumbrances of any kind or character; (e) Upon receipt of Seller has obtained all regulatory authorizations required to be obtained by Seller pursuant to Section 1.7 of Article I of this Agreement, Seller holds all necessary approvals, authorizations, permits, licenses, consentsapprovals and consents of governmental authorities required for the lawful performance of its obligations hereunder. 14.1.4 This Agreement constitutes the legal, valid and other permissionsbinding obligation of Seller enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally or by general equitable principles, regardless of whether corporate, regulatorysuch enforceability is considered in a proceeding in equity or at law. 14.1.5 There is no pending, or otherwise required to perform its obligations under the knowledge of Seller, threatened action or proceeding affecting Seller before any governmental authority which purports to affect the legality, validity or enforceability of this Agreement; the conveyance of the Assets to Buyer will not render any of the Warranties (as defined hereafter) void or voidable; Buyer shall have the benefit of all of Seller’s rights in and to the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereof;.

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer that the following statements are trueCompany, correct and complete as of the execution date of this Agreement and Closing as of the date of the Closingfollows: (a) 5.1 Seller is a municipal corporation validly existing the sole owner of, and in has good standing under and marketable title to, the laws Shares free and clear of the state in which it is organized any and is in good standing and is duly qualified to conduct business in all contracts, options, commitments, agreements, liens, claims or encumbrances whether or not of the jurisdictions in which it operates;record. (b) 5.2 Seller has all requisite necessary corporate power and authority to enter into this Agreement and to perform its obligations hereunder, and this Agreement, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutesprovided for herein, and, as have been duly and validly authorized by proper action of the Closing, the Xxxx Board of Sale will constitute, the Directors of Seller. This Agreement has been duly executed and delivered by Seller and constitutes a valid and legally binding obligations obligation of Seller, and are or will be enforceable against Seller in accordance with their respective its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally . 5.3 The sale and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the execution and delivery of this Agreement or the Xxxx of Sale by the Seller, nor the consummation by the Seller transfer of the transactions contemplated hereby, Shares as provided herein will constitute a violation of, or be in conflict withnot violate, or constitute or create a default under, or result in the creation or imposition of any lienagreement, commitment, contract, loan, security interestagreement, pledge or other encumbrance upon any of the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to date, any agreement document or commitment instrument to which the Seller is a party or by which the Seller Seller, or any of its properties the Shares, are bound. 5.4 (including, without limitation, the Assets) is bound or to which the Seller or any of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect the transactions or other agreements contemplated by this Agreement; (di) Seller is fully informed concerning the sole lawful owner business, condition, financial and otherwise, assets, operations and prospects of the Assets and does not own the Assets through any other firm, corporationCompany; (ii) Seller, or other entity its representatives, have read and have knowledge of all reports filed by the Company with the Securities and Exchange Commission, including all Reports on Form 10-K and Form 10-Q, (iii) neither the Company nor any officer, director, agent or pursuant to representative of the Company has made any partnership, joint venturerepresentation or warranty, or other agreement provided any information, to Sellers concerning or arrangement, has good and clear record and marketable title relating to the Assetsbusiness, andcondition, at Closingfinancial or otherwise, shall transfer to Buyer title to all assets, operations or prospects of the AssetsCompany, free and clear except as is set forth in the public filings of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignmentsthe Company, and other charges (iv) the market value of the Company’s common stock as traded on the Nasdaq Stock Market, or otherwise, may increase to an amount in excess of the purchase price for the Shares, and encumbrances of any kind or character; (e) Upon receipt of all regulatory authorizations required to be obtained by Seller pursuant to Section 1.7 of Article I of this Agreementnevertheless, Seller holds all necessary approvals, authorizations, permits, licenses, consents, has determined and other permissions, whether corporate, regulatory, or otherwise required desire to perform its obligations under this Agreement; sell the conveyance Shares on the terms and at the price provided herein. The representations and warranties of Seller herein shall survive the Assets to Buyer will not render any of the Warranties (as defined hereafter) void or voidable; Buyer shall have the benefit of all of Seller’s rights in and to the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereof;Closing.

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller Seller, jointly and severally, hereby represents and warrants to Buyer as follows, and, subject to the provisions of paragraph 7, Buyer and Xx. Xxxxxxx Xxxxxxx Page 9 January 16, 1998 Seller agree that the following statements Buyer's obligations hereunder are true, subject to these representations and warranties (without giving effect to any Material Adverse Effect or other materiality qualifier contained therein) being true and correct and complete as of the execution date of this Agreement Closing Date, except to the extent that any inaccuracies in such representations and warranties that have not been waived by Buyer would not, in the aggregate, have a Material Adverse Effect (as of the date of the Closing:hereinafter defined): (a) Seller is a municipal corporation limited partnership duly organized and validly existing in the State of Maryland and in good standing under the laws of the state in which it is organized and is in good standing and is duly qualified to conduct business in all of the jurisdictions in which it operates; (b) Seller has all requisite necessary partnership power and authority to enter into execute this Agreement and the other documents to be executed by it in connection herewith (collectively with this Agreement, execute and deliver the Xxxx of Sale, undertake its obligations hereunder "Seller's Agreements") and consummate the transactions contemplated hereby; this Agreement constituteshereby and thereby. Seller's execution, delivery and performance of Seller's Agreements and the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on its part and, as assuming the due execution and delivery of the ClosingBuyer's Agreements by Buyer, the Xxxx of Sale will constitute, constitute the valid and legally binding obligations of Seller, and are or will be enforceable against it in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ ' rights generally and by general or equitable principles (regardless generally. No person other than Seller has any interest in any of whether enforceability is sought in a proceeding in equity or law)the Assets; (cb) neither Except for the execution FCC Consent and except as set forth on Schedule 10(b) hereto, the execution, delivery and performance of this Agreement Seller's Agreements by Seller does not require the consent of any governmental entity or third party, will not conflict with or violate the Xxxx provisions of Sale by the Seller's partnership agreement or any applicable law or any judgment, order or ruling of any government authority having jurisdiction over Seller, nor the consummation by the Seller of the transactions contemplated herebywill not, will directly or indirectly, conflict with or constitute a violation ofbreach or default under any agreement, license or be in conflict with, or constitute or create a default under, or result in the creation or imposition of any lien, security interest, or other encumbrance upon any of the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to date, any agreement or commitment permit to which the Seller is a party or by which the Seller or any of its properties (including, without limitation, the Assets) is bound or to which the Seller or any of such properties is subject, or any statute or any judgment, decree, order, regulation or rule and will not result in the creation of any court lien or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect the transactions or other agreements contemplated by this Agreement; (d) Seller is the sole lawful owner of the Assets and does not own the Assets through any other firm, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title to encumbrance on the Assets, andexcept to the extent that such conflict, at Closingviolation, shall transfer to Buyer title to all breach, default, lien, or encumbrance would not have a Material Adverse Effect. "Material Adverse Effect" means a material adverse effect on the business, operations, properties, financial condition, results of operations, or assets of the AssetsStations, free and clear of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind or character; (e) Upon receipt of all regulatory authorizations required to be obtained by Seller pursuant to Section 1.7 of Article I of this Agreement, Seller holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatoryin each case taken as a whole, or otherwise required on Seller's ability to perform its obligations under under, or to consummate the transactions contemplated by, this Agreement; the conveyance of the Assets to Buyer will not render any of the Warranties (as defined hereafter) void or voidable; Buyer shall have the benefit of all of Seller’s rights in and to the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereof;

REPRESENTATIONS AND WARRANTIES OF SELLER. To induce Buyer to enter into this Agreement, Seller hereby represents and warrants to Buyer that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closingthat: (a) Seller is a municipal corporation validly existing and limited liability company in good standing under the laws of the state in which it State of Delaware with the requisite limited liability company power and authority to (i) own its properties and conduct its business and (ii) enter into this Agreement and perform its obligations hereunder; Seller is organized and is in good standing and is duly qualified to conduct business in all registered as an “investment adviser” under the Investment Advisers Act of the jurisdictions in which it operates;1940, as amended. (b) This Agreement has been duly executed by Seller has all requisite power and authority constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to enter into this Agreementgeneral principles of equity and to applicable bankruptcy, execute insolvency, reorganization, moratorium, liquidation and deliver other similar laws relating to, or affecting generally, the Xxxx enforcement of Saleapplicable creditors’ rights and remedies. (c) The resolutions of Seller attached hereto as Exhibit A are true and complete copies of the resolutions duly and validly adopted by the sole member of Seller, undertake its obligations hereunder and consummate such resolutions are now in full force and effect have not been modified, amended, revoked or superseded in any respect and are the only resolutions relating to the transactions contemplated hereby; by this Agreement. (d) The execution and performance of this Agreement constitutesdoes not violate any law applicable to Seller, andconflict with any agreement to which Seller is a party or is bound thereby, any court order or judgment addressed to Seller, or the constituent documents of Seller. (e) Seller beneficially owns the Shares, on behalf of the Seller Affiliates and Accounts, free and clear of all liens, claims, preemptive rights, pledges, charges, commitments, conditions, restrictions, encumbrances, proxies or voting or other agreements (collectively, “Liens”), other than such Liens as are set forth in Exhibit B hereto, all of which will be resolved and discharged as of the Closing, the Xxxx of Sale will constituteand other than such Liens, the valid and legally binding obligations of Seller, and are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or no other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the execution and delivery of this Agreement or the Xxxx of Sale by the Seller, nor the consummation by the Seller of the transactions contemplated hereby, will constitute a violation of, or be in conflict with, or constitute or create a default under, or result in the creation or imposition of any lien, security interest, or other encumbrance upon any of the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to date, any agreement or commitment to which the Seller is a party or by which the Seller or any of its properties (including, without limitation, the Assets) is bound or to which the Seller or any of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect the transactions ownership or other agreements contemplated by this Agreement; (d) Seller is interests in and to the sole lawful owner of Shares; at the Assets and does not own the Assets through any other firmClosing, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has Buyer will acquire good and clear record and marketable valid title to the Assets, and, at Closing, shall transfer to Buyer title to all of the AssetsShares, free and clear of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind or character;all Liens. (ef) Upon receipt Seller has full discretionary authority to sell the Shares on behalf of all regulatory authorizations required the Seller Affiliates and Accounts for which it beneficially owns the Shares and has the legal authority to be obtained by Seller pursuant to Section 1.7 of Article I of this Agreemententer into, Seller holds all necessary approvals, authorizations, permits, licenses, consents, deliver and other permissions, whether corporate, regulatory, or otherwise required to perform its obligations under this Agreement; no consent of any Seller Affiliate, Account or any third party, and no filing with any person, that has not previously been obtained or made is required for Seller to enter into, deliver and perform its obligations under, this Agreement. (g) Seller acknowledges that it is not relying upon any representations or warranties or other disclosures, express or implied, whether prior to the conveyance date hereof or contemporaneous with the execution of this Agreement, of Buyer or any of its advisors or representatives. Seller acknowledges that Buyer may be in possession of information regarding Buyer and the Assets Shares that has not been disclosed to Buyer Seller that might be material to Seller’s decision to sell the Shares and Seller is capable of understanding and appreciating, and does understand and appreciate, the significance of any such undisclosed information. Seller represents that it will not render pursue any claim against Buyer based on or relating to Buyer’s possession of any such undisclosed information. Seller understands and agrees that Buyer’s agreement to purchase the Warranties (as defined hereafter) void or voidable; Buyer shall have the benefit of all of Shares from Seller is conditioned on Seller’s rights acknowledgments and representations set forth in and to the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereof;this Section 3.

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller hereby ---------------------------------------- represents and warrants to Buyer that the following statements are true, correct and complete as in favour of the execution date of this Agreement and as of the date of the ClosingOfferor that: (a) the Seller is a municipal corporation limited partnership duly organized and validly existing and in good standing under the laws of the state in which it is organized and is in good standing and is duly qualified to conduct business in all State of the jurisdictions in which it operatesTexas; (b) the Seller has the power and capacity and has received all requisite power and authority approvals to enter into this Agreement, execute Agreement and deliver the Xxxx of Sale, undertake to perform its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, the is a valid and legally binding obligations of Seller, and are or will be agreement enforceable by the Offeror against the Seller in accordance with their respective its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the Seller is (and, if applicable, upon the deposit of the Seller's Shares under the Offer, will be) the sole legal and beneficial owner of the Seller's Shares and has and will have the exclusive right to dispose of the Seller's Shares as provided in this Agreement; (d) the Seller's Shares are owned (and, if applicable, will be acquired by the Offeror) with good and marketable title, free and clear of any and all mortgages, liens, charges, encumbrances and adverse claims; (e) no person, firm or corporation has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Seller's Shares or any interest therein or right thereto, except pursuant to this Agreement; and (f) the execution and delivery of this Agreement or and the Xxxx fulfilment of Sale by the Seller, nor the consummation terms hereof by the Seller of the transactions contemplated hereby, do not and will constitute a violation of, or be in conflict with, or constitute or create a default under, or not result in the creation or imposition a breach of any lien, security interest, or other encumbrance upon any of the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to date, any agreement or commitment instrument to which the Seller is a party or by which the Seller or any of its properties (including, without limitation, the Assets) is bound or to which the Seller or any of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect the transactions or other agreements contemplated by this Agreement; (d) Seller is the sole lawful owner of the Assets and does not own the Assets through any other firm, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title to the Assets, and, at Closing, shall transfer to Buyer title to all of the Assets, free and clear of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind or character; (e) Upon receipt of all regulatory authorizations required to be obtained by Seller pursuant to Section 1.7 of Article I of this Agreement, Seller holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise required to perform its obligations under this Agreement; the conveyance of the Assets to Buyer will not render any of the Warranties (as defined hereafter) void or voidable; Buyer shall have the benefit of all of Seller’s rights in and to the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereof;contractually bound.

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer the 1347 Capital as follows: (a) that Seller is the record or beneficial owner of 7,999,999 Lxxxxxx Units, representing 79.99% of the issued and outstanding Lxxxxxx Units (the “Seller Units”). Seller has good and valid title to the Seller Units, free and clear of any and all pledges, mortgages, liens, charges, proxies, voting agreements, encumbrances, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those created by this Agreement. The Seller acknowledges and agrees that the following statements are true, correct and complete as term “Seller Units” shall include all membership interests of the execution Company (any and all other shares or securities of the Company issued, exchanged, issuable or exchangeable in respect of such membership interests) purchased or with respect to which the Seller otherwise acquires beneficial ownership after the date of this Agreement and as of prior to the date of the Closing:Termination Date. (ab) that Seller (i) is a municipal corporation duly organized, validly existing and in good standing under the laws of the state in which it is organized and is in good standing and is duly qualified to conduct business in all its jurisdiction of the jurisdictions in which it operates; organization, (bii) Seller has all requisite corporate power and authority to enter into execute and deliver this Agreement, execute and deliver the Xxxx of Sale, undertake its obligations hereunder (iii) has duly executed and consummate the transactions contemplated hereby; delivered this Agreement (c) that this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, constitutes the valid and legally binding obligations agreement of Seller, and are or will be enforceable against the Stockholder in accordance with their respective its terms, except as the enforceability enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization or other fraudulent conveyance, reorganization, moratorium, and similar laws relating to or affecting creditors’ ' rights generally and by general equitable principles (regardless of whether enforceability is sought considered in a proceeding in equity or at law);, in each case now or hereafter in effect (cd) neither that none of the execution and delivery of this Agreement or the Xxxx of Sale by the Seller, nor the consummation by the Seller of the transactions contemplated hereby, hereby or compliance by Seller with any of the provisions hereof will constitute (i) conflict with or result in a violation of, or be in conflict withbreach, or constitute or create a default under(with or without notice of lapse of time or both) under any provision of, Seller’s Organizational Documents, any trust agreement, loan or result in the creation or imposition of any liencredit agreement, security interestnote, bond, mortgage, indenture, lease or other encumbrance upon any of the Assets underagreement, any instrument or Law applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to date, any agreement or commitment to which the Seller is a party or by which the Seller Seller’s property or any of its properties (including, without limitation, the Assets) is bound or to which the Seller or any of such properties is subjectassets are bound, or (ii) require any statute consent or approval from, notice to or filing with any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect the transactions Governmental Body or other agreements contemplated by this Agreement; (d) Seller is the sole lawful owner of the Assets and does not own the Assets through any other firm, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title to the Assets, and, at Closing, shall transfer to Buyer title to all of the Assets, free and clear of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind or character;Person. (e) Upon receipt of all regulatory authorizations required to be obtained by Seller pursuant to Section 1.7 of Article I that 1347 Capital is entering into the Merger Agreement in reliance upon such Seller’s execution and delivery of this Agreement, Seller holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise required to perform its obligations under this Agreement; the conveyance of the Assets to Buyer will not render any of the Warranties (as defined hereafter) void or voidable; Buyer shall have the benefit of all of Seller’s rights in and to the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereof;.

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller SELLER, on behalf of itself and (where applicable) its Affiliates, hereby represents and warrants to Buyer that the following statements are truePURCHASER, correct and complete as of the execution date of this Agreement and as of the date of the Closingfollows: (a) Seller SELLER (i) is a municipal corporation Delaware corporation, duly organized, validly existing and in good standing under the laws of the state state, province or country of its organization or incorporation; and (ii) has all requisite corporate power and authority to execute, grant, deliver, and perform the transactions contemplated hereby, including, without limitation: the transfer to PURCHASER of all rights, title and interest in which it is organized and is in good standing to the Purchased Assets and is duly qualified to conduct business in all the grant of the jurisdictions AMTRUST License in which it operatesthe Required AMTRUST Programs and the grant of the Patent License in The ‘861 Patent Rights to NATIONAL GENERAL; (b) Seller has all requisite power The execution and authority to enter into delivery of this Agreement, execute the performance of SELLER’s obligations hereunder, and deliver the Xxxx consummation of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; hereby and thereby, have been duly and validly authorized by all necessary proceedings on the part of SELLER. The execution of this Agreement by SELLER constitutes, and, as of the Closing, the Xxxx of Sale or will constitute, the a legal, valid and legally binding obligations obligation of SellerSELLER, and are or will be enforceable against SELLER in accordance with their respective its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the execution The execution, delivery and delivery performance of this Agreement or the Xxxx of Sale by the Seller, nor and the consummation by the Seller of the transactions contemplated hereby, hereby will constitute a violation of, or be in conflict with, or constitute or create a default under, or not: (i) result in the creation or imposition of any lien, security interestLien upon, or other encumbrance upon any of the Assets underright for a Person to acquire, any applicable charterPurchased Assets, certificate (ii) violate or conflict with any law, decree, order or ruling of incorporationany governmental authority, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to date, any agreement or commitment to which the Seller is a party or by which the Seller SELLER or any of its properties (including, without limitation, the Assets) is bound or to which the Seller or any of such properties property is subject, or (iii) require any statute or any judgmentauthorization, decreeconsent, order, regulation permit or rule of approval of, or notice to, or filing, registration or qualification with, any court or governmental authority; no third party , except to the extent so required, such consent, approval, authorization, order, registration, filing, qualification or notice has any right of first refusal been obtained, made or any non-competition agreement with Seller which could given (as applicable) and is still in any way affect the transactions or other agreements contemplated by this Agreementfull force and effect; (d) Seller SELLER is the sole lawful legal and beneficial owner of, and holder of the Assets and does not own the Assets through any other firmgood, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record valid and marketable title to the AssetsPurchased Assets (other than the Purchased Xxxx, and, at Closing, shall transfer to Buyer title to all of the Assetswhich is conveyed by SELLER on a quitclaim basis), free and clear of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignmentsLien, and other charges has the sole and encumbrances of any kind exclusive right to sell, transfer, assign and convey all rights, title and interests in and to the Purchased Assets. SELLER also owns or characterotherwise has the right to grant the AMTRUST License and the Patent License to PURCHASER; (e) Upon receipt SELLER is not in violation of all regulatory authorizations required any applicable Laws involving, or relating to be obtained by Seller pursuant to Section 1.7 the Purchased Assets, the Required AMTRUST Programs, any NPS Dedicated Person or any Transferred Employees, and SELLER has received no written notices of Article I any allegation of any such violation. For the purposes of this Agreement, Seller holds the term “Laws” shall be deemed to include federal patent, copyright, and trademark laws, state trade secret and unfair competition laws, and all necessary approvalsother applicable laws and regulations, authorizationsincluding, permitswithout limitation, licensesall applicable to equal opportunity, consentswage and hour, and other permissionsemployment matters, whether corporateand antitrust and trade regulation; (f) Other than The ‘861 Patent Rights, regulatorythere are no registered Intellectual Property Rights owned by Seller covering the Purchased IP or Purchased Technology; (g) There is no claim, action, suit, proceeding, inquiry, hearing, arbitration, administrative proceeding, or investigation pending in which AMTRUST is a party or threatened in writing against AMTRUST and, in each case, relating to the Purchased Assets and/or the Required AMTRUST Programs, and there are no executory settlement agreements or similar written agreements with any governmental authority and no outstanding orders, judgments, stipulations, decrees, injunctions, determinations or awards issued by any governmental authority to which AMTRUST is a party that are against or affecting the Purchased Assets and/or the Required AMTRUST Programs. (h) SELLER neither pays nor receives any royalties, license fees or similar remuneration with respect to any of the Purchased Assets from any Person other than NATIONAL GENERAL; (i) SELLER’s execution of this Agreement and the performance of SELLER’s obligations hereunder will not violate any agreement in existence as of the Effective Date to which SELLER or its Affiliates is a party; (j) Neither the Purchased Assets nor the Required AMTRUST Programs conflict with, interfere, infringe, misappropriate or otherwise required violate any Intellectual Property Rights of any third party, and there has been no charge, complaint, demand or notice in writing received by AMTRUST alleging any such conflict, interference, infringement, misappropriation or other violation. To SELLER’s knowledge, no third party has infringed upon, misappropriated or otherwise violated the Purchased Assets; (k) As of the Effective Date, neither SELLER nor any of its Affiliates owns or directly or indirectly controls the right to perform its obligations license or enforce, any patents, utility models, patent registrations, or equivalent rights that are not part of the Purchased Assets or included in the Patent License and that PURCHASER would directly or indirectly infringe through the practice, use and/or commercialization of the Purchased Assets and/or the AMTRUST License as contemplated under this Agreement; ; (l) Upon and following the conveyance Transition Date, the tangible and intangible assets constituting the Purchased Assets purchased, and the Required AMTRUST Programs and The ‘861 Patent Rights licensed, by the PURCHASER hereunder, together with Third Party/Not Included Components (not provided hereunder) and completion of the Assets Support Services, will permit PURCHASER to Buyer will not render independently operate the NPS System and Required AMTRUST Programs in substantially the same manner as, and including the continued use of all material features and functions of, the NPS System and Required AMTRUST Programs as such exists as of the Effective Date, as contemplated hereunder; and (m) Neither the Purchased Technology nor the Required AMTRUST Programs, as provided, contains any virus, trojan horse, worm, spybot, spider, sniffer, trap door, back door, timer, clock, counter or other limiting routine, malware, instruction, or design that could damage, disable, or erase any portion of any software or system or cause any software or system to become encumbered, inoperable, or incapable of being used in the full manner for which it was designed, or which would permit unauthorized access to any of the Warranties foregoing. (as defined hereaftern) void or voidable; Buyer shall have the benefit of all of Seller’s rights in and to the Warranties upon transfer of the Assets to Buyer; and Seller has provided trueEXCEPT FOR SECTION 12(A), accurateSECTION 12(D) AND SECTION 12(I) ABOVE, and complete originals or copies of the Warranties to Buyer on or before the date hereof;ALL OF WHICH SHALL SURVIVE INDEFINTELY, SELLER’S OTHER REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN SHALL SURVIVE THE TRANSITION DATE FOR A PERIOD OF TWELVE (12) MONTHS ONLY.

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller hereby represents and warrants to Buyer that the following statements are true, correct and complete Company as of the execution date of this Agreement hereof and as of the date of the ClosingClosing Date as follows: (a) The Seller is a municipal corporation validly existing and in good standing under the laws of the state in which it is organized and is in good standing and is duly qualified to conduct business in owns all of the jurisdictions Shares. No person or entity has asserted in writing any claim or commenced or threatened any litigation concerning the Seller’s title to the Shares. Upon delivery of the Shares, the Seller will convey to Company valid title to the Seller’s Shares, free and clear of any liens, encumbrances, or charges, of any kind (other than any lien, encumbrance or charge arising as a result of the Company’s purchase or ownership of any such Shares or which it operatesarise under applicable federal and state securities laws); (b) Other than as set forth in this Agreement and as is being sold to the Company hereunder, GSK and its controlled affiliates (excluding (i) any securities held by any employee benefit plan or similar plan or entity and (ii) any senior notes due 2023 exchangeable into ordinary shares of the Company, issued by GSK Finance (No. 3) plc, repurchased and cancelled by GSK or its controlled affiliates) do not own, beneficially or of record, any ordinary shares or other equity interests in the Company; (c) The Seller is a public company limited by shares registered under the laws of England and Wales and is duly organized and validly existing; (d) The Seller has all requisite the corporate power and authority to enter into this Agreement, execute Agreement and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as hereby have been duly authorized by all necessary corporate action of the ClosingSeller; (e) This Agreement constitutes a legal, the Xxxx of Sale will constitute, the valid and legally binding obligations obligation of the Seller, and are or will be enforceable against the Seller in accordance with their respective its terms, except as the enforceability thereof may be limited affected by applicable bankruptcy, insolvency, reorganization fraudulent conveyance, moratorium or other similar laws affecting or by legal or equitable principles related to or limiting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law)generally; (cf) neither the execution The execution, delivery and delivery performance of this Agreement or the Xxxx of Sale by the Seller, nor the consummation by the Seller and the consummation of the transactions contemplated hereby, hereby will constitute not result in a breach or violation by the Seller of, or be in conflict with, or constitute or create a default under, or result in by the creation or imposition of any lien, security interest, or other encumbrance upon Seller under any of the Assets underSeller’s governing documents or any judgment, any applicable charterdecree, certificate of incorporationorder, bylawsgovernmental permit, operating agreement and/or similar organizational documents of the Sellerlicense, each as amended to dateagreement, any agreement indenture, instrument, statute, rule or commitment regulation to which the Seller is a party or by which the Seller is bound, in each case, other than any breach, violation or any default that would not materially impair the ability of the Seller to perform its properties obligations under this Agreement or to consummate the transactions contemplated hereby, and no authorization, approval or consent, except such as have been obtained, is required in connection with the execution, delivery and performance by the Seller of this Agreement or the consummation of the transactions contemplated hereby; (includingg) The Seller has (i) reviewed the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, without limitation2021, filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2022, the AssetsCompany’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2022 and June 30, 2022, filed with the SEC on May 6, 2022 and August 8, 2022, respectively, the Company’s Current Reports on Form 8-K filed with the SEC after December 31, 2021, and the other publicly available filings made by Company with the SEC, information and reports furnished by Company, other publicly available information regarding the Company, and such other information that it and its advisers deem necessary and sufficient to make its decision to enter into this Agreement, (ii) is bound or made its own investigations of the Company, its businesses, personnel, operations and prospects, (iii) had an opportunity to which discuss the Seller or any Company’s business, management and financial affairs with officers of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement the Company and (iv) conducted and completed its own independent due diligence with Seller which could in any way affect respect to the transactions or other agreements contemplated by this Agreement; (dh) Seller (i) has independently made its own analysis and decision to enter into the transactions contemplated by this Agreement, (ii) is relying exclusively on its own investment analysis and due diligence (including such professional advice as it deems appropriate) and the sole lawful owner representations and warranties by the Company set forth herein with respect to the transactions contemplated by this Agreement, the Shares and the business, condition (financial and otherwise), management, operations, properties and prospects of the Assets Company and does not own (iii) hereby waives any claims against the Assets through any other firmCompany with respect to such investigation, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good analysis and clear record and marketable title to the Assets, and, at Closing, shall transfer to Buyer title to all of the Assets, free and clear of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind or characterinvestment decision; (ei) Upon receipt The Seller acknowledges that the Company may be privy to material non-public information regarding the Company (collectively, the “Non-Public Information”), which may be material to a reasonable investor, such as the Seller, when making investment disposition decisions, including the decision to enter into the Agreement, and the Seller’s decision to enter into the Agreement is being made with full recognition and acknowledgment that the Company may be privy to the Non-Public Information, irrespective of all regulatory authorizations required whether such Non-Public Information has been provided to be obtained the Seller. The Seller hereby waives any claim, or potential claim, it has or may have against the Company relating to the Company’s possession of Non-Public Information in connection with the matters contemplated by this Agreement and the Company shall not have any liability to the Seller, and the Seller pursuant to Section 1.7 the fullest extent of Article I the law waives and releases any claims, whether known or unknown, that it might have against the Company, whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Non-Public Information in connection with the purchase of the Shares and the transactions contemplated by this Agreement; (j) The Seller acknowledges and agrees that the Company is relying on Seller’s representations, warranties and agreements herein in proceeding with this Agreement and the transactions contemplated hereby and the Seller holds all necessary approvalsagrees to such reliance. Without such representations, authorizationswarranties and agreements, permits, licenses, consents, the Company would not enter into this Agreement and other permissionsthe transactions contemplated hereby; and (k) The Seller acknowledges that it has not relied upon any express or implied representations or warranties of any nature made by or on behalf of the Company or its subsidiaries, whether corporateor not any such representations, regulatorywarranties or statements were made in writing or orally, or otherwise required to perform its obligations under this Agreement; the conveyance of the Assets to Buyer will not render any of the Warranties (except as defined hereafter) void or voidable; Buyer shall have expressly set forth for the benefit of all of Seller’s rights the Seller in and to the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereof;this Agreement.

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the ClosingAcquiror that: (a) Seller TFG (i) is a municipal corporation duly organized, validly existing and in good standing under the laws Laws of Delaware, (ii) has the state requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted in which it is organized all material respects, and is in good standing and (iii) is duly qualified to conduct do business and, where applicable, in all of the jurisdictions good standing in each jurisdiction in which it operates;the nature of its properties or business makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not be reasonably material to the Business. TFG is in material compliance with its organizational documents. (b) Seller or another member of the Seller Group owns of record and beneficially all of the Acquired TFG Interests free and clear of all Liens. Other than the Acquired TFG Interests, there are no shares of capital stock, voting securities or other equity securities of TFG issued, reserved for issuance or outstanding. Upon the consummation of the transactions contemplated by this Amendment, Seller or another member of the Seller Group will transfer valid title to, and Acquiror or the applicable member of the Acquiror Group will own, all Acquired TFG Interests, free and clear of all Liens. All Acquired TFG Interests are duly authorized, validly issued, fully paid and nonassessable, free of all rights of first refusal, preemptive and similar rights. There are no outstanding or authorized options, warrants, rights of first refusal, calls, subscriptions, convertible or exchangeable securities or other agreements relating to Acquired TFG Interests pursuant to which TFG will or may become obligated to (i) issue, deliver, redeem, acquire or sell, or caused to be issued, delivered, redeemed, acquired or sold, any shares of their capital stock or other equity interests or any securities convertible into, exchangeable for, or evidencing the right to subscribe for, any capital stock or other equity interests or (ii) provide funds to or make any equity investment in any other Person. There is no outstanding indebtedness of TFG that could convey to any Person the right to vote or that is convertible into or exercisable for any capital stock or other equity interests of TFG. There are no voting trusts, stockholder agreements, proxies or other agreements or undertakings in effect with respect to the voting, dividend rights or transfer of any of the Acquired TFG Interests. (c) TFG does not own any capital stock or equity interest in any Person, or have any commitments or obligations to acquire any capital stock or equity interests or make any other investment in any Person. (d) Seller has all requisite corporate power and authority to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake this Amendment and to perform its obligations hereunder hereunder. The execution, delivery and consummate performance of this Amendment by Seller and the consummation by Seller of the transactions contemplated hereby have been or will be duly authorized and approved by all necessary corporate, stockholder or similar actions, and no other corporate or similar actions on the part of Seller or any other member of the Seller Group is necessary to authorize the execution, delivery and performance of this Amendment or the consummation of the transactions contemplated hereby; this Agreement constitutes. This Amendment, andwhen executed, as of the Closing, the Xxxx of Sale will constitute, the be a valid and legally binding obligations obligation of Seller, Seller and are or will be enforceable against Seller in accordance with their respective its terms, except as subject to the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law);Enforceability Exceptions. (ce) neither the The execution and delivery of this Agreement or the Xxxx of Sale Amendment by the Seller, nor Seller and the consummation by Seller and, if applicable, the other members of the Seller Group of the transactions contemplated herebyhereby will not, will constitute a violation ofwith or without due notice or lapse of time or both, violate or be in conflict with, with any provision of their respective certificates or constitute or create a default under, or result in the creation or imposition of any lien, security interest, or other encumbrance upon any of the Assets under, any applicable charter, certificate articles of incorporation, bylaws, operating agreement and/or similar organizational documents bylaws or the comparable governing documents. (f) TFG is classified as an entity that is disregarded as separate from its owner for U.S. federal income tax purposes. (g) The representations and warranties set forth in Section 2.06 and Section 2.09 of the SellerOriginal Transaction Agreement, in each as amended to date, any agreement or commitment to which the Seller is a party or by which the Seller or any of its properties (including, without limitation, the Assets) is bound or to which the Seller or any of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement case solely with Seller which could in any way affect the transactions or other agreements contemplated by this Agreement; (d) Seller is the sole lawful owner of the Assets and does not own the Assets through any other firm, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title respect to the TFG Acquired Assets, andmutatis mutandis, at Closing, shall transfer to Buyer title to are true and correct in all of the Assets, free and clear of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind or character; (e) Upon receipt of all regulatory authorizations required to be obtained by Seller pursuant to Section 1.7 of Article I of this Agreement, Seller holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise required to perform its obligations under this Agreement; the conveyance of the Assets to Buyer will not render any of the Warranties (as defined hereafter) void or voidable; Buyer shall have the benefit of all of Seller’s rights in and to the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereof;material respects.

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer that the following statements are true, correct and complete Purchaser as of the execution date of this Agreement and as of the date of the Closingfollows: (a) Seller is a municipal corporation validly existing and in good standing under the laws an individual resident of the state in which it is organized Province of Ontario, Canada and is in good standing and is duly qualified to conduct business in all of the jurisdictions in which it operates; (b) Seller has all requisite power and authority to enter into this Agreementthe Agreement and to carry out the provisions hereof; (b) at the time of transfer to Purchaser, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as Seller has paid all of the Closing, consideration required to be paid to previous title holders and is the Xxxx beneficial owner of Sale will constitute, a 100% undivided interest in and to the valid and legally binding obligations of Seller, and are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law)Conveyed Property; (c) neither there is no adverse claim or challenge to the ownership of or title to any part of the Conveyed Property nor to the knowledge of Seller is there any basis therefore; (d) the mineral claims and or patented claims and or mining lease comprising the Conveyed Property have been properly staked and recorded and are in good standing in the mining division in which they were recorded; (e) to the best of Seller’s knowledge, any and all previous work conducted on the Conveyed Property was conducted in accordance with all applicable environmental law, orders and rulings; (f) all taxes, assessments, rentals, levies or other payments relating to the Conveyed Property and required to be made to any federal, provincial or municipal governmental instrumentality have been made; (g) all assessment work has been performed, filed and recorded to maintain the Conveyed Property in good standing; (h) the Conveyed Property (including all ores, concentrates, minerals, metals or products in, on or under the Conveyed Property or which may be removed or extricated from) and the Seller's 100% interest therein, are free and clear of any and all liens, charges, claims, encumbrances, mortgages, hypothecs, agreements, adverse claims (including, without limitation, any order or judgment relating to the Conveyed Property or any legal proceedings in process, pending or threatened which might result in any such order or judgment), royalties or other payments in the nature of a rent or royalty, or other interests of whatsoever nature or kind, recorded or unrecorded; (i) the Seller has not received from any governmental instrumentality any notice of, or communication relating to, any actual or alleged breach of any environmental laws, regulations, policies or requirements, and there are no outstanding work orders or actions required to be taken relating to environmental matters respecting the Conveyed Property or any operations carried out thereon; (j) none of the execution and or delivery of this Agreement hereof or the Xxxx of Sale by the Seller, nor the consummation performance by the Seller of the transactions contemplated hereby, its obligations hereunder will constitute a violation of, or be in conflict with, or constitute or create a cause default under, or result in the creation or imposition conflict, with any provisions of any lien, security interest, or other encumbrance upon any of the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to date, any agreement or commitment agreements to which the Seller is a party or by which the Seller or any of its properties (including, without limitation, the Assets) is bound or to which the Seller or any of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect the transactions or other agreements contemplated by this Agreementparty; (dk) Seller is the sole lawful owner of the Assets and does not own the Assets through any other firm, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title to the Assetsbest of Seller's knowledge, and, at Closing, shall transfer to Buyer title to all of the Assets, Conveyed Property is free and clear of any leasesall unprotected open mine shafts, mortgagesmine openings or workings, pledgesopen pits, liensrock stockpiles, security interestsmine tailings, conditional sales agreementsor waste materials; (l) to the best of Seller’s knowledge, consignmentsthere have been no material spills, and discharges, leaks, emissions, ejections, escapes, dumpings or other charges and encumbrances releases of any kind of any toxic or characterhazardous substances in, on or under the Conveyed Property or the environment surrounding it and there is no presence of polychlorinated biphenyl in, on or under the Conveyed Property; (em) Upon receipt the Seller has not granted any person or corporation access to or the right to enter upon and explore or investigate the mineral potential of the Conveyed Property nor is Seller aware of any such exploration or investigation having been conducted thereon without the Seller’s expressed knowledge and or written consent; (n) the Conveyed Property is not subject to any outstanding obligations or liabilities whatsoever or any agreement with any third party; (o) there are no outstanding or pending actions, suits or claims affecting all regulatory authorizations required or any part of the Conveyed Property; (p) the Seller has and will continue to make available to the Purchaser all information in its possession or control relating to work done on or with respect to the Conveyed Property which could possibly be considered to be obtained materially significant in indicating whether the Conveyed Property might or might not have the potential for economic mineralization; (q) the surface rights of the Conveyed Property have not been dealt with or encumbered in any fashion by it and it has the right and has unimpeded access to the surface area of the Conveyed Property; (r) neither the entering into of this Agreement nor the conveyance to the Purchaser of an ownership interest in the Conveyed Property is or will be in contravention of the Planning Act (Ontario); (s) the Seller is not aware of any restriction on the zoning of the Conveyed Property or any proposed change to such zoning which would hinder or prohibit the intended use by the Purchaser of the Conveyed Property for exploration and mining activity; (t) there is no contract, option or any other right of another binding upon or which at any time in the future may become binding upon the Seller to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber the Conveyed Property other than pursuant to Section 1.7 of Article I the provisions of this Agreement; and (u) The covenants, representations and warranties of the Seller holds all necessary approvalscontained in this Agreement and any agreement, authorizationsinstrument, permits, licenses, consents, and certificate or other permissions, whether corporate, regulatory, document executed or otherwise required to perform its obligations under delivered pursuant hereto shall survive the execution of this Agreement; the conveyance of the Assets to Buyer will not render any of the Warranties (as defined hereafter) void or voidable; Buyer shall have the benefit of all of Seller’s rights in and to the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereof;.

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby covenants, represents and warrants to Buyer Purchaser, which representations and warranties shall survive Closing for a period of one (1) year, that the following statements are true, correct and complete as of the execution date of this Agreement Effective Date, and as of on the date of the Closing: (a) Seller is a municipal corporation validly existing and in good standing under has the laws of the state in which it is organized and is in good standing and is duly qualified to conduct business in all of the jurisdictions in which it operates; (b) Seller has all requisite full right, power and authority to enter into this Agreement, execute Agreement and deliver to sell the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Seller, and are or will be enforceable Property in accordance with their respective termsthe terms of this Agreement. Seller has the full right, except as power and authority to enter into all of the enforceability thereof may agreements, assignments and other documents contemplated by this Agreement. The individuals signing this Agreement and all other documents executed or to be limited by applicable bankruptcyexecuted pursuant hereto on behalf of Seller are and shall be duly authorized to sign the same on Seller’s behalf and to bind Seller to such documents. (b) Seller has not received any notice of, insolvencyand has no Knowledge of, reorganization existing material violations on the Property, of any zoning, building, fire, health, pollution, environmental protection, hazardous or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity toxic substance or law);waste disposal law or ordinance. (c) neither There are no existing leases, rights of first refusal, rights of first offer, options or other lease agreements in effect with respect to occupancy or ownership of the execution Property, other than Hxxxxxxx County Health Department and delivery Micronics (which will be limited to a location reasonably acceptable to Purchaser), which will be terminated prior to Closing. (d) Except as disclosed in the Property Reports, there are no agreements, or to Seller’s Knowledge, obligations or other rights of third parties against the Property. (e) Seller has no Knowledge of any persons or entities claiming a right to possession of the Property. (f) Except for the necessary easements to be created during the subdivision process, to Seller’s Knowledge, Seller’s title to the Property will be disclosed accurately in the Title Commitment; and to Seller’s Knowledge, except as disclosed in the Property Reports, there are no assessments presently outstanding or unpaid for improvements on the Property or otherwise that have or may become a lien against the Property. Further, Seller has no Knowledge of public improvements that have been ordered to be made for the benefit of the Property or that have not been completed, assessed and paid for. (g) Except to the extent disclosed in the Property Reports, performance of the obligations under this Agreement by Seller do not and will not require any consent or the Xxxx approval of Sale by the Sellerany person or entity which is not a party to this Agreement, nor the consummation by the Seller of the transactions contemplated hereby, and do not and will constitute a violation of, or be in conflict with, or constitute or create a default under, or not result in the creation or imposition a breach of any lien, security interest, or other encumbrance upon any of the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to date, any agreement or commitment instrument to which the Seller is a party party. (h) There is no litigation, proceeding or by which governmental investigation pending or, to Seller’s Knowledge, threatened against or involving the Property or Seller’s interest in the Property, and Seller does not know of any grounds for any such litigation, proceeding or any investigation that would have a material adverse impact on Purchaser or Seller’s interest in or title to or use of its properties the Property. (includingi) Seller represents and warrants that, to Seller’s Knowledge, the Property and Seller are in material compliance with all requirements of applicable federal, state and local environmental, health or safety laws, regulations and administrative or judicial decrees, as amended (the “Environmental Laws”) with respect to the Property, including without limitation, the AssetsTDEC agreements described in Section 4(i) hereof; are not the subject of any “Superfund” evaluation or investigation with respect to the Property; and to Seller’s Knowledge, are not the subject of any federal or state investigation or administrative proceeding evaluating whether any remedial action is bound necessary to respond to a release of any Hazardous Substance (defined below) with respect to the Property. In addition, Seller, to its Knowledge, (i) has not used, generated, stored, transported, disposed of, produced or processed any Hazardous Substance on the Property, except in material compliance with applicable Environmental Laws; (ii) has not caused or permitted or has any knowledge of any release, disposal or discharge of any Hazardous Substance on the Property in violation of applicable Environmental Laws; (iii) has obtained all material permits, licenses and other authorizations for the Property which are required under the Environmental Laws and has at all times been in material compliance with the Environmental Laws for the Property, except to the extent failure to have any such permit, license or authorization would not, individually or in the aggregate, have a material adverse effect; (iv) has not transported or arranged for the transportation from the Property of any Hazardous Substance to any location which the Seller or any of such properties is subjectlisted, or listed for possible inclusion, on the National Priorities List under CERCLA or on any statute similar state list or any judgmentwhich is the subject of federal, decree, order, regulation state or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect the transactions local enforcement actions or other agreements contemplated by investigations; and (v) with respect to the Property, has not filed any notice of claim or presented any claim to any insurance company for coverage related to any environmental matters. As used in this Agreement; (d) Seller is Section 10(i), the sole lawful owner term “Hazardous Substance” means any toxic or hazardous waste, pollutants or substances, including, but without limitation, asbestos, PCBs, petroleum products and byproducts, substances defined or listed as “hazardous substances” or “toxic substances” or similarly identified pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of the Assets 1980, as amended, 42 U.S.C. § 9601 et. seq., and does not own the Assets through any other firm, corporation, hazardous or toxic substances or pollutants regulated under other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title to the Assets, and, at Closing, shall transfer to Buyer title to all of the Assets, free and clear of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind or character; (e) Upon receipt of all regulatory authorizations required to be obtained by Seller pursuant to Section 1.7 of Article I of this Agreement, Seller holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise required to perform its obligations under this Agreement; the conveyance of the Assets to Buyer will not render any of the Warranties (as defined hereafter) void or voidable; Buyer shall have the benefit of all of Seller’s rights in and to the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereof;applicable Environmental Laws.

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer that the following statements are true, correct and complete as of the execution date of this Agreement hereof and as of the date of the ClosingClosing Date to Buyer as follows: (a) The consummation of the transactions contemplated by this Agreement will not violate, or be in conflict with any provision of any agreement or instrument to which Seller is a municipal party or by which it is bound. (b) Seller is a corporation duly organized, validly existing and in good standing under the laws of the state in which it is organized and is in good standing State of Delaware, and is duly qualified to conduct carry on its business in all of each state where the jurisdictions in which it operates;Interests are located. (bc) Seller has all requisite corporate power and authority to carry on its business as presently conducted, to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake to perform its obligations hereunder and consummate the transactions contemplated hereby; under this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Seller, and are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the execution and delivery of this Agreement or the Xxxx of Sale by the Seller, nor the Agreement. The consummation by the Seller of the transactions contemplated hereby, by this Agreement will constitute a violation ofnot violate, or be in conflict with, (i) any provision of its articles of incorporation or constitute or create a default under, or result in the creation or imposition bylaws; (ii) any provision of any lien, security interest, or other encumbrance upon any of the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to date, any agreement or commitment instrument to which the Seller it is a party or by which it is bound, noncompliance with which would have a material adverse effect upon Buyer's ownership or operation of the Seller Interests, or upon any of the transactions contemplated by this Agreement, and (iii) to its properties (includingknowledge, without limitation, the Assets) is bound or to which the Seller or any of such properties is subject, or any statute or any judgment, decree, order, statute, rule or regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect the transactions or other agreements contemplated by this Agreement;applicable to Seller. (d) This Agreement has been duly authorized, executed and delivered on behalf of Seller is and constitutes the sole lawful owner legal, valid and binding obligation of the Assets and does not own the Assets through any other firmSeller, corporationenforceable in accordance with its terms, or other entity or pursuant to any partnershipsubject, joint venturehowever, or other agreement or arrangement, has good and clear record and marketable title to the Assetseffects of bankruptcy, andinsolvency, at Closing, shall transfer to Buyer title to all of the Assets, free and clear of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, reorganization and other charges and encumbrances laws for the protection of any kind or character;creditors. (e) Upon receipt of all regulatory authorizations required Seller has incurred no liability, contingent or otherwise, for brokers or finders fees relating to be obtained the transactions contemplated by Seller pursuant to Section 1.7 of Article I of this Agreement, Seller holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise required to perform its obligations under this Agreement; the conveyance of the Assets to Buyer will not render any of the Warranties (as defined hereafter) void or voidable; Agreement for which Buyer shall have any responsibility whatsoever. (f) There are no bankruptcy, reorganization or arrangement proceedings pending, being contemplated by or, to the benefit of all knowledge of Seller’s rights in and to the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereof;threatened against Seller.

REPRESENTATIONS AND WARRANTIES OF SELLER. (a) Seller hereby represents and warrants to Buyer that the following statements are true, correct and complete as of the execution date of this Agreement and Depositor as of the date of the Closinghereof, as follows: (ai) Seller is a municipal corporation duly organized and is validly existing and as a national banking association in good standing under the laws of the state in which it is organized United States of America. Seller has conducted and is in good standing and is duly qualified conducting its business so as to conduct business comply in all material respects with all applicable statutes and regulations of regulatory bodies or agencies having jurisdiction over it, except where the jurisdictions in failure so to comply would not have a materially adverse effect on the performance by Seller of this Agreement, and there is no charge, action, suit or proceeding before or by any court, regulatory authority or governmental agency or body pending or, to the knowledge of Seller, threatened, which it operates;is reasonably likely to materially and adversely affect the performance by Seller of this Agreement or the consummation of transactions contemplated by this Agreement. (bii) Seller has all requisite power the full power, authority and authority legal right to enter into this Agreementhold, transfer and convey the Mortgage Loans and to execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes(and all agreements and documents executed and delivered by Seller in connection herewith) and to perform all transactions of Seller contemplated by this Agreement (and all agreements and documents executed and delivered by Seller in connection herewith). Seller has duly authorized the execution, anddelivery and performance of this Agreement (and all agreements and documents executed and delivered by Seller in connection herewith), as of and has duly executed and delivered this Agreement (and all agreements and documents executed and delivered by Seller in connection herewith). This Agreement (and each agreement and document executed and delivered by Seller in connection herewith), assuming due authorization, execution and delivery thereof by each other party thereto, constitutes the Closinglegal, the Xxxx of Sale will constitute, the valid and legally binding obligations obligation of Seller, and are or will be Seller enforceable in accordance with their respective its terms, except as the enforceability thereof such enforcement may be limited by applicable bankruptcy, fraudulent transfer, insolvency, reorganization reorganization, receivership, moratorium or other similar laws relating to or affecting creditors’ the rights generally and of creditors generally, by general equitable principles of equity (regardless of whether enforceability such enforcement is sought considered in a proceeding in equity or at law);) and by considerations of public policy. (ciii) neither Neither the execution execution, delivery and delivery performance of this Agreement, nor the fulfillment of or compliance with the terms and conditions of this Agreement by Seller, will (A) conflict with or result in a breach of any of the terms, conditions or provisions of Seller's articles or certificate of incorporation and bylaws or similar type organizational documents, as applicable; (B) conflict with, result in a breach of, or constitute a default or result in an acceleration under, any agreement or instrument to which Seller is now a party or by which it (or any of its properties) is bound if compliance therewith is necessary (1) to ensure the enforceability of this Agreement or (2) for Seller to perform its duties and obligations under this Agreement (or any agreement or document executed and delivered by Seller in connection herewith); (C) conflict with or result in a breach of any legal restriction if compliance therewith is necessary (1) to ensure the Xxxx enforceability of Sale this Agreement or (2) for Seller to perform its duties and obligations under this Agreement (or any agreement or document executed and delivered by Seller in connection herewith); (D) result in the Sellerviolation of any law, nor rule, regulation, order, judgment or decree to which Seller or its property is subject if compliance therewith is necessary (1) to ensure the consummation enforceability of this Agreement or (2) for Seller to perform its duties and obligations under this Agreement (or any agreement or document executed and delivered by the Seller of the transactions contemplated hereby, will constitute a violation of, in connection herewith); or be in conflict with, or constitute or create a default under, or (E) result in the creation or imposition of any lien, security interest, charge or other encumbrance that would have a material adverse effect upon any of the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended 's ability to date, perform its duties and obligations under this Agreement (or any agreement or commitment document executed and delivered by Seller in connection herewith), or materially impair the ability of Depositor to realize on the Mortgage Loans. (iv) Seller is solvent and the sale of the Mortgage Loans (1) will not cause Seller to become insolvent and (2) is not intended by Seller to hinder, delay or defraud any of its present or future creditors. After giving effect to its transfer of the Mortgage Loans, as provided herein, the value of Seller's assets, either taken at their present fair saleable value or at fair valuation, will exceed the amount of Seller's debts and obligations, including contingent and unliquidated debts and obligations of Seller, and Seller will not be left with unreasonably small assets or capital with which to engage in and conduct its business. Seller does not intend to, and does not believe that it will, incur debts or obligations beyond its ability to pay such debts and obligations as they mature. No proceedings looking toward liquidation, dissolution or bankruptcy of Seller are pending or contemplated. (v) No consent, approval, authorization or order of, or registration or filing with, or notice to, any court or governmental agency or body having jurisdiction or regulatory authority over Seller is required for (A) Seller's execution, delivery and performance of this Agreement (or any agreement or document executed and delivered by Seller in connection herewith), (B) Seller's transfer and assignment of the Mortgage Loans, or (C) the consummation by Seller of the transactions contemplated by this Agreement (or any agreement or document executed and delivered by Seller in connection herewith) or, to the extent so required, such consent, approval, authorization, order, registration, filing or notice has been obtained, made or given (as applicable), except for the filing or recording of assignments and other Mortgage Loan Documents contemplated by the terms of this Agreement and except that Seller may not be duly qualified to transact business as a foreign corporation or licensed in one or more states if such qualification or licensing is not necessary to ensure the enforceability of this Agreement (or any agreement or document executed and delivered by Seller in connection herewith). (vi) In connection with its sale of the Mortgage Loans, Seller is receiving new value. The consideration received by Seller upon the sale of the Mortgage Loans constitutes at least fair consideration and reasonably equivalent value for the Mortgage Loans. (vii) Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant of Seller contained in this Agreement (or any agreement or document executed and delivered by Seller in connection herewith). (viii) There are no actions, suits or proceedings pending or, to Seller's knowledge, threatened in writing against Seller which are reasonably likely to draw into question the validity of this Agreement (or any agreement or document executed and delivered by Seller in connection herewith) or which, either in any one instance or in the aggregate, are reasonably likely to materially impair the ability of Seller to perform its duties and obligations under this Agreement (or any agreement or document executed and delivered by Seller in connection herewith). (ix) Seller's performance of its duties and obligations under this Agreement (and each agreement or document executed and delivered by Seller in connection herewith) is in the ordinary course of business of Seller and Seller's transfer, assignment and conveyance of the Mortgage Loans pursuant to this Agreement are not subject to the bulk transfer or similar statutory provisions in effect in any applicable jurisdiction. The Mortgage Loans do not constitute all or substantially all of Seller's assets. (x) Seller has not dealt with any Person that may be entitled, by reason of any act or omission of Seller, to any commission or compensation in connection with the sale of the Mortgage Loans to Depositor hereunder except for (A) the reimbursement of expenses as described herein or otherwise in connection with the transactions described in Section 2 hereof and (B) the commissions or compensation owed to the Underwriters or the Initial Purchaser. (xi) Seller is not in default or breach of any agreement or instrument to which the Seller is now a party or by which the Seller it (or any of its properties (including, without limitation, the Assetsproperties) is bound which breach or to which the Seller or any of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way default would materially and adversely affect the transactions or other agreements contemplated by this Agreement; (d) ability of Seller is the sole lawful owner of the Assets and does not own the Assets through any other firm, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title to the Assets, and, at Closing, shall transfer to Buyer title to all of the Assets, free and clear of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind or character; (e) Upon receipt of all regulatory authorizations required to be obtained by Seller pursuant to Section 1.7 of Article I of this Agreement, Seller holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise required to perform its obligations under this Agreement; . (xii) The representations and warranties contained in Exhibit A hereto, subject to the conveyance exceptions to such representations and warranties set forth on Schedule V hereto, are true and correct in all material respects as of the Assets date hereof with respect to Buyer will not render any the Mortgage Loans identified on Schedule II. (b) Seller hereby agrees that it shall be deemed to make, as of the Warranties (as defined hereafter) void or voidable; Buyer shall have date of substitution, to and for the benefit of all the Trustee as the holder of Seller’s rights the Mortgage Loan to be replaced, with respect to any replacement mortgage loan (a "Replacement Mortgage Loan") that is substituted for a Mortgage Loan affected by a Material Defect or a Material Breach, pursuant to Section 7 of this Agreement, each of the representations and warranties set forth in and Exhibit A hereto (references therein to "Closing Date" being deemed to be references to the Warranties upon transfer "date of substitution" and references therein to "Cut-off Date" being deemed to be references to the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of "most recent due date for the Warranties to Buyer subject Replacement Mortgage Loan on or before the date hereof;of substitution"). From and after the date of substitution, each Replacement Mortgage Loan, if any, shall be deemed to constitute a "Mortgage Loan" hereunder for all purposes.

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer T&D that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the ClosingEffective Date: (a) 7.2.1 Seller is a municipal corporation limited liability company, duly organized, validly existing and in good standing under the laws of the state in which it is organized and is in good standing State of Delaware and is duly qualified to conduct do business in all of the jurisdictions in which where such qualification is required or where such qualification is necessary for it operates;to perform its obligations hereunder. (b) 7.2.2 Seller has all requisite full power and authority to carry on its business as now being conducted, to enter into this Agreement, execute Agreement and deliver the Xxxx of Sale, undertake perform its obligations hereunder hereunder. The execution, delivery and consummate the transactions contemplated hereby; performance of this Agreement constituteshave been duly authorized by all necessary corporate or other organizational action and do not and will not contravene its organizational documents or conflict with, andresult in a breach of, as or entitle Seller (with due notice or lapse of time or both) to terminate, accelerate, or declare a default under, any agreement or instrument to which it is a party or by which it is bound. The execution, delivery and performance of this Agreement by Seller will not result in any violation by it of any law, any order of any court or other agency of government, rule, or regulation applicable to it. Seller is not a party to, nor subject to or bound by, any judgment, injunction or decree of any court or other governmental entity which may restrict or interfere with its performance of this Agreement. 7.2.3 This Agreement is the Closinglegal, the Xxxx of Sale will constitute, the valid and legally binding obligations obligation of Seller, and are or will be enforceable against it in accordance with their respective its terms, except as the enforceability thereof such enforcement may be limited by applicable subject to bankruptcy, insolvency, reorganization reorganization, fraudulent conveyance, avoidance, preferential transfer, moratorium or other similar laws affecting now or hereafter in effect relating to creditors’ rights generally and by general principles of equity that may limit the availability of equitable principles remedies and contractual obligations generally (regardless of whether the issue of enforceability is sought considered in a proceeding in equity or at law);, and the remedy of specific performance and injunctive relief may be subject to the discretion of the court before which any proceeding therefore may be brought. (c) neither 7.2.4 No consent, waiver, order, approval, authorization, or order of, or registration, qualification or filing with, any court or other governmental agency or authority is required for the execution and delivery by Seller of this Agreement. Any consent, waiver, order, approval, authorization, or order of, or registration, qualification, or filing with, any court or other governmental agency or authority required for Seller’s performance of this Agreement or the Xxxx of Sale by the Seller, nor and the consummation by the Seller of the transactions contemplated hereby, have been or will constitute a violation ofbe obtained, and as to such consents the same are or will be final, will be in conflict withfull force and effect, and will not be subject to any appeal or constitute further judicial or create a default under, administrative proceedings. No consent or result in the creation or imposition waiver of any lien, security interest, or other encumbrance upon party to any of the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to date, any agreement or commitment contract to which the Seller is a party or by which the Seller or any of its properties (including, without limitation, the Assets) is bound or to which is required for the execution, delivery, and performance by Seller or any of such properties this Agreement. 7.2.5 There is subjectno action, suit, grievance, arbitration, or proceeding (other than proceedings of general applicability to the electrical generation, transmission, and distribution industry and proceedings in the ordinary course of business to obtain authorizations, approvals, and permits) pending or, to the knowledge of Seller, threatened against or affecting Seller at law or in equity, before any statute or any judgmentfederal, decreestate, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect the transactions or other agreements contemplated by this Agreement; (d) Seller is the sole lawful owner of the Assets and does not own the Assets through any other firm, corporationmunicipal, or other entity or pursuant to any partnershipgovernmental court, joint venturedepartment, commission, board, arbitrator, bureau, agency, or other agreement instrumentality which prohibits or arrangement, has good impairs Seller’s ability to execute and clear record and marketable title deliver this Agreement or to the Assets, and, at Closing, shall transfer to Buyer title to all consummate any of the Assets, free and clear of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind transactions contemplated hereby. 7.2.6 There are no bankruptcy or character; (e) Upon receipt of all regulatory authorizations required to be obtained insolvency proceedings pending or being contemplated by Seller pursuant or, to Section 1.7 its knowledge, threatened against Seller. 7.2.7 No Event of Article I Default with respect to Seller has occurred and is continuing and no such event or circumstance would occur as a result of this Agreement, Seller holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, entering into or otherwise required to perform performing its obligations under this Agreement; the conveyance of the Assets to Buyer will not render any of the Warranties (as defined hereafter) void or voidable; Buyer shall have the benefit of all of Seller’s rights in and to the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereof;.

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller hereby represents and warrants to Buyer that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closingfollows: (a) Seller is a municipal corporation validly existing has full power, capacity and in good standing authority to execute and deliver this Contract and all other documents required to be executed and delivered by Seller under the laws of the state in which it is organized this Contract and is in good standing and is duly qualified to conduct business in all of the jurisdictions in which it operates;perform its obligations hereunder. (b) This Contract has been, duly authorized, executed and delivered by Seller has all requisite power and authority to enter into this Agreementconstitutes the legal, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations obligation of Seller, and are or will be enforceable against Seller in accordance with their respective its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law);. (c) neither the execution and delivery of this Agreement or the Xxxx of Sale by the SellerSeller is not a party to any judicial, nor the consummation by the Seller of the transactions contemplated herebyadministrative, will constitute a violation of, or be in conflict with, or constitute or create a default under, or result in the creation or imposition of any lien, security interest, arbitration or other encumbrance upon similar proceedings relating in any of manner to the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to date, any agreement or commitment to which the Seller is a party or by which the Seller or any of its properties (including, without limitation, the Assets) is bound Property or to which the Seller Seller’s interest therein or any of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way that may detrimentally affect the transactions or other agreements contemplated by this Agreement; (d) Seller is the sole lawful owner of the Assets and does not own the Assets through any other firm, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title to the Assets, and, at Closing, shall transfer to Buyer title to all of the Assets, free and clear of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind or character; (e) Upon receipt of all regulatory authorizations required to be obtained by Seller pursuant to Section 1.7 of Article I of this Agreement, Seller holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise required Seller’s ability to perform its obligations under this Agreement; Contract or the conveyance ability of persons who acquire portions of the Assets Property to develop, own or operate the Property. Seller has not received notice of (and to Seller’s knowledge there is no basis for) any pending or threatened claims, actions, suits or other proceedings of the nature described in the immediately preceding sentence, nor are any such claims, actions, suits or other proceedings contemplated by Seller. (d) To Seller’s knowledge, there are no violations of laws, rules, regulations, ordinances, codes, covenants, conditions, restrictions, instructions or agreements applicable to the Property. Seller has not received notice from any governmental or other agency or any other person with respect to any such violations concerning the Property. (e) There are no contracts or other obligations outstanding for the sale, lease or transfer of all or any part of the Property. (f) There is no default, nor has any event occurred which, with the passage of time, the giving of notice or both, would constitute a default under any agreement, contract, mortgage, deed of trust or other instrument which relates Seller’s interest in the Property, to the Property itself, or which affects the Property in any manner that would have a material adverse effect on the Buyer. (g) Notwithstanding any other provision of this Agreement to the contrary, it is understood and agreed that Seller is not making and has not at any time made and Seller hereby disclaims any warranties or representations of any kind or character, express or implied with respect to: (i) the Property’s compliance with all applicable state and federal environmental laws, regulations, ordinances, rules and orders (collectively, “Environmental Laws”); (ii) any pending or threatened judicial or administrative proceedings of any kind with respect to the Property alleging the violation or potential violation of any Environmental Law nor any pending or threatened investigations of any matters relating to any Environmental Laws with respect to the Property; (iii) the release or threatened release of any hazardous, toxic or otherwise regulated substance, waste, contaminant or material (collectively “Hazardous Materials”), as such terms are defined in any applicable Environmental Law, on, in or at the Property, or any part thereof; (iv) the use of the Property as a dump site, a storage site for solid wastes or the location of above ground or underground fuel or storage tanks; and (v) that Hazardous Materials are not currently present on or have at any time been stored or used on the Property Seller shall indemnify and hold Buyer will not render harmless and defend Buyer from any loss, liability or expense, including reasonable attorneys’ fees, incurred by Buyer, or any claim made against Buyer, by reason of Seller’s breach of any of the Warranties (foregoing representations or warranties. The provisions of this Paragraph 12 shall survive closing in perpetuity, as defined hereafter) void or voidable; Buyer shall have the benefit of all of Seller’s rights in and it relates to the Warranties upon transfer of the Assets to Buyer; representations and Seller has provided truewarranties set forth in Sections 12(a), accurate(b), (c), (e) and (f), and complete originals or copies for a period equal to the applicable statute of limitations plus six (6) months, as it relates to the Warranties to Buyer on or before the date hereof;representations and warranties set forth in Section 12(d).

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer that the following statements are true, correct and complete Purchaser as of the execution date of this Agreement and Effective Date as of the date of the Closingfollows: (a) Seller is a municipal corporation duly organized, validly existing and in good standing under the laws of the state in which it is organized State of Vermont and is qualified and in good standing in each other jurisdiction where the failure to qualify would have a material adverse effect upon Seller's performance under this Agreement, and is duly qualified Seller has the full legal right power and authority to conduct business in all of the jurisdictions in which it operates;execute, deliver and perform its obligations under this Agreement. (b) The execution and delivery of this Agreement have been and performance of its obligations under this Agreement by Seller have been duly authorized by all necessary corporate action, and do not and shall not require any consent or approval of Seller’s shareholders which has all requisite power not been obtained or as to performance, such consent or approval as shall be obtained as necessary for such performance, and authority each such consent and approval that have been obtained is in full force and effect. (c) The execution, delivery and performance of its obligations under this Agreement do not: (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination, or award having applicability to enter into Seller or any provision of the organizational documents of Seller, the violation of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this Agreement; (ii) result in a breach of or constitute a default under any provision of the organizational documents of Seller, (iii) result in a breach of or constitute a default under any agreement relating to the management or affairs of Seller or any indenture or loan or credit agreement or any other agreement, lease, or instrument to which Seller is a party or by which Seller or its properties or assets may be bound, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this Agreement, execute and deliver or (iv) result in, or require the Xxxx creation or imposition of Saleany mortgage, undertake its obligations hereunder and consummate the transactions deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated hereby; by this Agreement constitutes, and, as Agreement) upon or with respect to any of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations assets or properties of Seller, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this Agreement. (d) This Agreement constitutes a legal, valid and are or will be binding obligation of Seller and is enforceable against Seller in accordance with their respective its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws relating to or affecting creditors’ the rights of creditors generally and by except as the enforceability of this Agreement is subject to the application of general equitable principles of equity (regardless of whether enforceability is sought considered in a proceeding in equity or at law);, including, without limitation, the possible unavailability of specific performance, injunctive relief or any other equitable remedy and (b) concepts of materiality, reasonableness, good faith and fair dealing. (ce) neither There is no pending or, to the execution best of Seller's knowledge, threatened action or proceeding affecting Seller before any court, Government Agency or arbitrator that could reasonably be expected to materially and delivery adversely affect the financial condition or operations of this Agreement Seller or the Xxxx ability of Sale by the Seller, nor the consummation by the Seller of the transactions contemplated to perform its obligations hereunder. (f) Seller has and is conveying to Purchaser hereby, will constitute a violation ofgood, or be in conflict withclear and marketable title to the Energy Asset, or constitute or create a default under, or result in the creation or imposition which title is free and clear of any lien, security interest, judgment, claim or other encumbrance upon of any nature whatsoever. (g) Seller shall endeavor to cooperate with Purchaser in connection with all aspects of Purchaser’s development of the Assets underEnergy Asset, any applicable charterincluding project financing for the Facility, certificate of incorporationFeedstock Delivery Facilities, bylawsor Common Facilities, operating agreement and/or similar organizational and shall deliver such further assurances, commitments or documents as may be reasonably necessary or required by Purchaser to accomplish the purposes intended by both Parties in this Agreement. (h) Seller warrants that the quality and specifications of the Seller, each as amended to date, any agreement or commitment to which Solid Hydrocarbon BOE contained within the Seller is a party or by which the Seller or any of its properties (including, without limitation, the Assets) is bound or to which the Seller or any of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect the transactions or other agreements contemplated by this Agreement; (d) Seller is the sole lawful owner of the Assets and does not own the Assets through any other firm, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title Energy Asset will be approximately equal to the Assets, and, at Closing, shall transfer to Buyer title to all of the Assets, free and clear of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind or character; (e) Upon receipt of all regulatory authorizations required to be obtained by Seller pursuant to Section 1.7 of Article I of this Agreement, Seller holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise required to perform its obligations under this Agreement; the conveyance of the Assets to Buyer will not render any of the Warranties (as defined hereafter) void or voidable; Buyer shall have the benefit of all of Seller’s rights specifications in and to the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereof;Exhibit A

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller hereby represents and warrants to Buyer that the following statements are true, correct and complete as of the execution date of this Agreement and as Execution Date : 7.1 The corporate documents of the date Seller have been adopted by all necessary corporate action on the part of the Closing:Seller and its stockholders, are properly registered with the state authorities and are in full force and effect. 7.2 One Hundred Million (a100,000,000) shares of common stock and Ten Million (10,000,000) shares of preferred stock of the Seller have been authorized for issuance, of which Ten Million Eighteen Thousand (10,018,000) shares have been issued and are currently outstanding. 7.3 Except as provided in Section 8.2, the Seller has not issued or authorized for issuance any common or preferred stock. The Seller has not issued or authorized for issuance any class of equity security other than the common and preferred stock, or any class of security convertible into an exchangeable for the common stock or any other class of equity security. 7.4 The Seller is not a municipal corporation validly existing and in good standing under party to or otherwise subject to any agreement relating to the laws issuance, sale, pledge, hypothecation or other transfer of the state Seller's equity securities. 7.5 Except for overdue indebtedness previously disclosed to the Buyer in writing, neither the Seller nor any of its subsidiaries is in violation of any term of any agreement or instrument to which it is organized a party or by which it is bound (including without limitation any financial indebtedness or any instrument or agreement relating thereto), or of any applicable legislation or regulations (including without limitation any legislation or regulations relating to environmental protection or pollution control, and is occupational health and safety standards and controls), the consequence of which could, individually or in good standing and is duly qualified to conduct business in all the aggregate, have a material adverse effect on the business, operations, affairs, condition, properties or prospects of the jurisdictions in which it operates;Seller. (b) 7.6 The Seller has filed all requisite power necessary tax returns and authority reports, and (i) all required taxes and payments to enter into this Agreementmandatory funds have been made; (ii) there is no tax debt nor debt on custom duties, execute taxes or payments to mandatory funds, and deliver no penalties or fines in respect thereof; and (iii) there are no disputes existing or threatened with tax authorities regarding taxes. 7.7 Except as previously disclosed to the Xxxx of SaleBuyer in writing, undertake its obligations hereunder and consummate there is no action, proceeding or investigation pending or, to the transactions contemplated hereby; this Agreement constitutes, and, as best knowledge of the ClosingSeller upon due inquiry, threatened (or any basis therefor known to the Xxxx Seller) which questions the validity of Sale will constitutethe licenses, the valid and legally binding obligations of Seller, and are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the execution and delivery of this Agreement or the Xxxx of Sale by the Seller, nor the consummation by the Seller validity of the transactions contemplated hereby, will constitute a violation ofor which might result, individually or be in conflict with, or constitute or create a default under, or result in the creation aggregate, in any adverse change in the business, operations, affairs, condition, properties or imposition of any lien, security interest, or other encumbrance upon any of the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents prospects of the Seller, each as amended to date, or in any agreement or commitment to which material liability on the Seller is a party or by which part of the Seller or any of its properties (including, without limitation, the Assets) is bound or to which the Seller or any of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect the transactions or other agreements contemplated by this Agreement; (d) Seller is the sole lawful owner of the Assets and does not own the Assets through any other firm, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title to the Assets, and, at Closing, shall transfer to Buyer title to all of the Assets, free and clear of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind or character; (e) Upon receipt of all regulatory authorizations required to be obtained by Seller pursuant to Section 1.7 of Article I of this Agreement, Seller holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise required to perform its obligations under this Agreement; the conveyance of the Assets to Buyer will not render any of the Warranties (as defined hereafter) void or voidable; Buyer shall have the benefit of all of Seller’s rights in and to the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereof;subsidiary.

REPRESENTATIONS AND WARRANTIES OF SELLER. To induce Purchaser to enter into this Agreement and to purchase the Property, Seller hereby represents and warrants to Buyer that the following statements are true, correct and complete Purchaser as of the execution date of this Agreement and as of the date of the Closingfollows: (a) Seller is a municipal corporation has and at each Closing will have, and will convey, transfer and assign to Purchaser, good, indefeasible and insurable right and title to the Land and its interest, as lessee, in the Ground Leases, free and clear of any deeds of trust, mortgages, liens, encumbrances, leases, tenancies, licenses, chattel mortgages, conditional sales agreements, security interests, covenants, conditions, restrictions, judgments, rights-of-way, easements, encroachments, claims and any other matters affecting title or use of the Property, except the Permitted Exceptions. (b) Seller has duly and validly authorized and executed this Agreement, and has full right, title, power and authority to enter into this Agreement and to consummate the transactions provided for herein, and the joinder of no person or entity will be necessary to convey each Property fully and completely to Purchaser at the Closing of such Property and to lease or sublease such Property from Purchaser following such Closing. Sellers are corporations duly organized, validly existing and in good standing under the laws of the States of Missouri and Delaware, respectively, and are qualified to do business in each state in which it is organized and is in good standing and is duly qualified to conduct business in all any of the jurisdictions in which it operates; (b) Property owned or leased by such Seller has all requisite power and authority to enter into this Agreement, execute and deliver the Xxxx is located. The consummation of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; herein does not require the approval of Seller's shareholders or any third party, except such third party approvals as Seller has obtained or will obtain prior to each Closing Date. The execution by Seller of this Agreement constitutesand the consummation by Seller of the transactions contemplated hereby do not, and at the Closing will not, result in a breach of any of the terms or provisions of, or constitute a default or a condition which upon notice or lapse of time or both would ripen into a default under, Seller's Bylaws or Certificate of Incorporation, any indenture, agreement, instrument or obligation to which Seller is a party or by which any Property or any portion thereof is bound; and does not constitute a violation of any Laws, order, rule or regulation applicable to Seller or any portion of a Property of any court or of any federal, state or municipal regulatory body or administrative agency or other governmental body having jurisdiction over Seller or any portion of a Property. (c) There are no adverse parties in possession of a Property or of any part thereof. Seller has not granted to any party any license, lease or other right relating to the use or possession of a Property, except as set forth in the Permitted Exceptions or provided to Purchaser in the Due Diligence Materials. (d) Except as provided to Purchaser in the Due Diligence Materials, no written notice has been received from any insurance company that has issued a policy with respect to any portion of a Property or from any board of fire underwriters (or other body exercising similar functions), claiming any defects or deficiencies or requiring the performance of any repairs, replacements, alterations or other work and as of the Closing no such written notice will have been received which shall not have been cured. No written notice has been received by Seller from any issuing insurance company that any of such policies will not be renewed, or will be renewed only at a higher premium rate than is presently payable therefor. (e) No pending condemnation, eminent domain, assessment or similar proceeding or charge affecting any Property or any portion thereof exists. Seller has not heretofore received any written notice, and has no actual knowledge,that any such proceeding or charge is contemplated. (f) All Improvements (including all utilities) have been, or as of the Closing will be, substantially completed and installed in accordance with the plans and specifications approved by the governmental authorities having jurisdiction to the extent applicable and are transferable to Purchaser without additional cost. Permanent certificates of occupancy, all licenses, permits, authorizations and approvals required by all governmental authorities having jurisdiction, and the requisite certificates of the local board of fire underwriters (or other body exercising similar functions) have been, or as of the Closing will be, issued for the Improvements, and, as of the Closing, where required, all of the Xxxx same will be in full force and effect; provided, however, that temporary or partial certificates of Sale will constituteoccupancy may be provided in the event that under laws or regulations applicable to a particular Property, a permanent certificate of occupancy is not available because of the valid status of construction or subleasing of a portion of the Property. The Improvements, as designed and legally binding obligations of Sellerconstructed, and are substantially comply or will be enforceable substantially comply with all statutes, restrictions, regulations and ordinances applicable thereto, including but not limited to the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, as applicable. (g) The existing water, sewer, gas and electricity lines, storm sewer and other utility systems on the Land are reasonably adequate to serve the current and contemplated utility needs of each Property. All utilities required for the operation of the Improvements enter the Land through adjoining public streets or through adjoining private land in accordance with their respective termsvalid public or private easements that will inure to the benefit of Purchaser. All approvals, except as licenses and permits required for said utilities have been obtained and are in full force and effect. All of said utilities are installed and operating and all installation and connection charges have been paid in full. (h) The location, construction, occupancy, operation and use of each Property (including the enforceability thereof may be limited by Improvements) do not violate any applicable bankruptcylaw, insolvencystatute, reorganization ordinance, rule, regulation, order or determination of any governmental authority or any board of fire underwriters (or other body exercising similar functions), or any restrictive covenant or deed restriction (recorded or otherwise) affecting the Property or the location, construction, occupancy, operation or use thereof, including, without limitation, all applicable zoning ordinances and building codes, flood disaster laws affecting creditors’ rights generally and by general equitable principles (regardless health and environmental laws and regulations, the Americans with Disabilities Act and Section 504 of whether enforceability is sought in a proceeding in equity or law);the Rehabilitation Act of 1973, as applicable. (ci) neither the execution and delivery of this Agreement or the Xxxx of Sale by the Seller, nor the consummation by the Seller of the transactions contemplated hereby, will constitute a violation of, or be There are not any structural defects in conflict with, or constitute or create a default under, or result in the creation or imposition of any lien, security interest, or other encumbrance upon any of the Assets underbuildings or other Improvements constituting each Property. The Improvements, any applicable charterall heating, certificate of incorporationelectrical, bylawsplumbing and drainage at, operating agreement and/or similar organizational documents or servicing, each Property and all facilities and equipment relating thereto are and, as of the Closing, will be in good condition and working order and adequate in quantity and quality for the normal operation of the Property. No part of any Property has been destroyed or damaged by fire or other casualty. To Seller's knowledge, each there are no unsatisfied written requests for repairs, restorations or alterations with regard to the Property from any person, entity or authority, including but not limited to any lender, insurance provider or governmental authority. (j) Except as amended may be set forth in any of the Due Diligence Materials, no work has been performed or is in progress at any Property, and no materials will have been delivered to datethe Property that might provide the basis for a mechanic's, materialmen's or other lien against the Property or any agreement portion thereof, or commitment amounts due for such work and material shall have paid or discharged to Purchaser's satisfaction as of Closing. (k) There exist no service contracts, management or other agreements applicable to any Property, to which the Seller is a party or otherwise known to Seller, other than Seller's Operating and Service Agreements and those agreements furnished to Purchaser pursuant to Section 4.1. (l) Seller is not in default in any manner which would result in a material adverse effect on Seller or the Property under any of the Ground Leases, Business Agreements, or Seller's Operating and Service Agreements or any of the covenants, conditions, restrictions, rights-of-way or easements affecting the Property or any portion thereof, and, to Seller's knowledge no other party to any of the foregoing is in material default thereunder. (m) There are no actions, suits or proceedings pending or, to Seller's knowledge, threatened against or affecting any Property or any portion thereof, or relating to or arising out of the ownership or operation of the Property, or by any federal, state, county or municipal department, commission, board, bureau or agency or other governmental instrumentality, other than those disclosed to Purchaser pursuant to Section 4.1. All judicial proceedings concerning any Property will be finally dismissed and terminated prior to Closing, excluding lawsuits in which Seller is involved in its ordinary course of business. Seller hereby covenants and agrees to indemnify and hold Purchaser harmless from and against any and all Claims (including reasonable attorneys' fees) arising out of or relating to any lawsuits or other proceedings in which Seller is involved which lawsuits involve or relate to the Property. (n) Each Property has free and unimpeded access to presently existing public highways and/or roads (either directly or by way of perpetual easements); and, to Seller's knowledge,all approvals necessary therefor have been obtained. No fact or condition exists which would result in the termination of the current access from the Property to any presently existing public highways and/or roads adjoining or situated on the Property. (o) There are no attachments, executions, assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under any other debtor relief laws contemplated by or, to Seller's knowledge, pending or threatened against Seller or any Property. (p) Except as may be set forth in any of its properties (includingthe Due Diligence Materials, without limitationno Hazardous Materials have been installed, the Assets) is bound used, generated, manufactured, treated, handled, refined, produced, processed, stored or disposed of, or otherwise present in, on or under any Property by Seller or to Seller's knowledge by any third party. No activity has been undertaken on any Property by Seller or, to Seller's knowledge, by any third party which would cause (i) any Property to become a hazardous waste treatment, storage or disposal facility within the Seller meaning of, or otherwise bring any Property within the ambit of RCRA or any Hazardous Materials Law, (ii) a release or threatened release of such properties is subjectHazardous Materials from any Property within the meaning of, or otherwise bring any statute Property within the ambit of, CERCLA or XXXX or any judgmentHazardous Materials Law or (iii) the discharge of Hazardous Materials into any watercourse, decreebody of surface or subsurface water or wetland, or the discharge into the atmosphere of any Hazardous Materials which would require a permit under any Hazardous Materials Law. No activity has been undertaken with respect to any Property by Seller or, to Seller's knowledge, any third party which would cause a violation or support a claim under RCRA, CERCLA, XXXX or any other Hazardous Materials Law. No investigation, administrative order, regulation litigation or rule settlement with respect to any Hazardous Materials is in existence with respect to any Property, nor, to Seller's knowledge, is any of the foregoing threatened. No written notice has been received by Seller from any entity, governmental body or individual claiming any violation of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect the transactions or other agreements contemplated by this Agreement; (d) Seller is the sole lawful owner of the Assets and does not own the Assets through any other firm, corporationHazardous Materials Law, or other entity or pursuant to requiring compliance with any partnership, joint ventureHazardous Materials Law, or other agreement demanding payment or arrangement, contribution for environmental damage or injury to natural resources. Seller has good and clear record and marketable title to the Assets, not obtained and, at Closingto Seller's knowledge, shall transfer is not required to Buyer title to all of the Assetsobtain, free and clear Seller has no knowledge of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind or character; (e) Upon receipt of all regulatory authorizations reason Purchaser will be required to be obtained by Seller pursuant to Section 1.7 of Article I of this Agreementobtain, Seller holds all necessary approvals, authorizations, any permits, licenses, consentsor similar authorizations to occupy, operate or use the Improvements or any part of any Property by reason of any Hazardous Materials Law. Notwithstanding the representations made herein, such representations are and shall be deemed to be limited by the matters detailed in any Phase I Preliminary Site Assessment or other Due Diligence Materials obtained by or provided to Purchaser in connection herewith. (q) Each Property includes all items of property, tangible and intangible, currently used by Seller in connection with the operation of the Property, other than the Excluded Personal Property, Seller's Operating and Service Agreements, and other permissions, whether corporate, regulatory, or otherwise required to perform its obligations under this Agreement; property expressly excluded from the conveyance definition of the Assets Property, and the exclusion of such items from the property to Buyer be conveyed to Purchaser will not render have any materials adverse affect upon Purchaser's ownership of the Warranties Property following the Closing. (as defined hereafterr) void or voidable; Buyer shall have the benefit Seller has not knowingly failed to disclose anything of all of Seller’s rights in and a material nature with respect to the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereof;Due Diligence Materials.

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer that the following statements are true, correct and complete Purchaser as of the execution date of this Agreement and as of the date of the Closingfollows: (a) Seller is a municipal corporation validly existing and in good standing under the laws of the state in which it is organized and is in good standing and is duly qualified to conduct business in all of the jurisdictions in which it operates; (bi) Seller has all requisite power duly authorized and authority to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Seller, and are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither approved the execution and delivery of this Agreement and the performance of the transactions provided for herein. No other action is required in connection herewith. This Agreement constitutes a legal, valid and binding obligation of Seller and is enforceable against Seller in accordance with its terms. (ii) Seller is not, and shall not on the Closing Date be, a party to any contract or agreement relating to, having effect upon or restricting the Xxxx sale, assignment or transfer of Sale by the SellerAssets. (iii) No agent, nor the consummation by the broker, person or firm acting on behalf of Seller or any of its affiliates is or will be entitled to any commission, broker's or finder's fees from any party, or from any affiliate of any party, in connection with any of the transactions contemplated herebyby this Agreement. (iv) Seller is, will constitute a violation ofand on the Closing Date shall be, or be in conflict withcompliance with all applicable laws, or constitute or create a default underordinances, or result rules and regulations of the City, County, State and Federal Government and all administrative instrumentalities relating to the Assets and the use thereof by Purchaser. (v) No representation and warranty of Seller contained in this Agreement (including, without limitation, the creation or imposition of Exhibits hereto), nor any lienother statement, security interestschedule, certificate or other encumbrance upon document delivered or to be delivered by Seller to Purchaser pursuant hereto or in connection with the transactions contemplated by this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements made herein or therein, in light of the Assets undercircumstances in which they were made, not misleading. (vi) There is no judgment, order, injunction, decree or award issued by any applicable chartercourt, certificate of incorporationarbitrator, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to date, any agreement governmental body or commitment agency thereof to which the Seller is a party or by and which the Seller or any of its properties (including, without limitation, the Assets) is bound or to which the Seller or any of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way would materially affect the transactions or other agreements contemplated by this Agreement;Assets acquired hereunder. (dvii) Seller is the sole lawful owner of the Assets all right, title and does not own the Assets through any other firm, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title to the Assets, and, at Closing, shall transfer to Buyer title to all of the Assets, free and clear of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind or character; (e) Upon receipt of all regulatory authorizations required to be obtained by Seller pursuant to Section 1.7 of Article I of this Agreement, Seller holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise required to perform its obligations under this Agreement; the conveyance of the Assets to Buyer will not render any of the Warranties (as defined hereafter) void or voidable; Buyer shall have the benefit of all of Seller’s rights interest in and to the Warranties upon transfer Assets. (viii) Except for the representations and warranties contained herein, Seller makes no other express or implied representation or warranty on behalf of Seller and Seller makes no other express or implied representation or warranty with respect to the Assets with respect to Buyer; and Seller has provided true, accurate, and complete originals or copies the subject matter of the Warranties to Buyer on or before the date hereof;this Agreement.

REPRESENTATIONS AND WARRANTIES OF SELLER. 9.01 In addition to the environmental representations in Section 14 hereof, Seller hereby represents and warrants to Buyer that makes the following statements are truerepresentations and warranties, correct and complete which will be true as of the execution date of this Agreement Effective Date and also as of the date of the each Closing date, and which will survive each Closing: (a) Seller has complied with, and has no knowledge of, any violation, condition, or any action which with the passing of time or giving of notice would be deemed a violation of any and all applicable laws, ordinances, regulations, statutes, codes, rules, orders, decrees, determinations, covenants, and restrictions relating to the Lots and every part thereof (hereinafter collectively referred to as the “Applicable Laws; (b) There are no parties in possession of any portion of the Lots as lessees, tenants at sufferance, or trespassers; (c) There is no pending or threatened litigation or condemnation proceeding affecting the Lots; (d) There are no unpaid charges, debts, liabilities, claims, or obligations arising from the construction, occupancy, ownership, use, or operation of the Lots; (e) Seller is not a “foreign person,” as defined in recent amendments to the Internal Revenue Code and, at or prior to each Closing contemplated under this Contract, agrees to provide to Purchaser an affidavit to that effect; (f) At the time of each Closing, no developer-related charges or assessments for public improvements or otherwise which would have been made against the Lots will remain unpaid, including, without limitation, those for construction of sewer lines, water lines, storm drainage systems, electric lines, natural gas lines, streets (including perimeter streets), roads and curbs; (g) Seller is a municipal corporation limited partnership duly organized, validly existing and in good standing under the laws of the state in which it is organized and is in good standing and is duly qualified to conduct business in all State of the jurisdictions in which it operatesTexas; (bh) Seller has all requisite power and authority to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Seller, and are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the execution and delivery of this Agreement or the Xxxx of Sale by the Seller, nor the consummation by the Seller of the transactions contemplated hereby, will constitute a violation of, or be in conflict with, or constitute or create a default under, or result in the creation or imposition of any lien, security interest, or other encumbrance upon any of the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to date, any agreement or commitment to which the Seller is a party or by which the Seller or any of its properties (including, without limitation, the Assets) is bound or to which the Seller or any of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect the transactions or other agreements contemplated by this Agreement; (d) Seller is the sole lawful owner of the Assets and does not own the Assets through any other firm, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable indefeasible fee simple title to the Assets, and, at Closing, shall transfer to Buyer title to all of the AssetsLots, free and clear of any leases, mortgages, pledges, all liens, security interests, conditional sales agreements, consignmentsencumbrances and other matters except those set forth in the Title Commitment, and the Deed Restrictions. There are no parties other charges than Seller with any interest in the Property (marital, homestead, option, right of first refusal, leasehold or otherwise). No other signatures are required to make this Contract fully enforceable by Purchaser. (i) Seller has full authority to execute this Contract and encumbrances of any kind convey the Lots to Purchaser and execute and deliver the deed and such other documents, instruments, affidavits and certificates as are necessary or characterdesirable to effectuate this transaction; (ej) Upon receipt of all regulatory authorizations required to Each Lot will be obtained developed by Seller pursuant in compliance with all governmental ordinances, codes, development orders and regulations, including, but not limited to Section 1.7 those relating to zoning, platting and subdivision regulations in effect as of Article I each Closing; and (k) The Property has access for pedestrian and vehicular traffic for ingress and egress from and to public roads as presented; (l) To the best of Seller’s knowledge, the Property has not been used as a dumpsite or landfill and no construction debris or other debris (including, without limitations, rocks, stumps, or concrete) are buried upon the Property; (m) To the best of Seller’s knowledge, there are no buried fuel tanks or underground storage tanks located on the Property, and no portion of the Property has ever been used for a service station or other business selling petroleum or petroleum products; and (n) During the term of this AgreementContract, Seller holds all necessary approvals, authorizations, permits, licenses, consents, will not cause an amendment to the Deed Restrictions which would have a material adverse effect of Purchaser or the Lots without Purchaser’s prior written consent. Seller has disclosed to Purchaser that the Deed Restrictions require payment of assessments to the HOA by homebuilders at 50% of the assessment amount payable by homeowners and other permissions, whether corporate, regulatory, or otherwise required to perform its obligations under this Agreement; payment of a transfer fee upon the conveyance of the Assets to Buyer will not render lots. 9.02 If any of the Warranties representations or warranties contained in this Contract are untrue or incorrect, Seller will at all times before each Closing use Seller’s good faith best efforts to take such necessary action to make such representations or warranties true and correct. If any of the representations or warranties contained in this Contract are untrue or incorrect as of any Closing, Purchaser will be entitled, in addition to its other remedies hereunder, to either (as defined hereafteri) void or voidable; Buyer shall have the benefit of terminate this Contract with respect to all of Sellerthe Lots or, at Purchaser’s rights in and option, only the Lot(s) so affected, by written notice to the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the Closing date hereof;or (ii) elect to close under this Contract notwithstanding the failure of such representation or warranty, in which event the Closing will not be deemed a waiver by Purchaser of the failure of such representation or warranty, and Purchaser may recover from Seller any actual damages sustained by Purchaser in accordance with Section 5.03. If this Contract is terminated as to all of the Lots, the Exxxxxx Money will be returned to Purchaser. Seller’s representations and warranties set forth in this Contract will survive each Closing, will not merge into the Deed to be delivered at each Closing and are deemed to be material to Purchaser’s execution of this Contract and Purchaser’s performance of its obligations hereunder.

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer that each of the following statements are true, is true and correct and complete as of the execution date of this Agreement and as of the date hereof and will be true and correct as of the Closing:each Closing Date as if made on such date. (a) Seller is a municipal corporation duly organized, validly existing and in good standing under the laws of in the state in which of its organization, with full partnership power and authority to carry on its business as it is organized now operated and is in good standing and is duly qualified to conduct business in all of the jurisdictions in which it operates;carried on by it. (b) Seller has good and marketable title to the Securities, and Seller will convey to Buyer good, valid and marketable title to the Securities free and clear of all Liens. (c) Seller has all requisite partnership power and authority to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby; this . This Agreement constituteshas been duly authorized, and, as of the Closing, the Xxxx of Sale will constitute, the executed and delivered by Seller and constitutes a valid and legally binding obligations agreement of Seller, and are or will be Seller enforceable against Seller in accordance with their respective its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law);. (cd) neither the execution The execution, delivery and delivery performance of this Agreement or the Xxxx of Sale by the Seller, nor Seller and the consummation by the Seller of the transactions contemplated hereby, hereby do not and will constitute a violation of, not violate or be in conflict with, or constitute a breach of or create default (or an event which, with notice or lapse of time or both, would constitute a default under, or result in default) under the creation or imposition terms of any lienlaw, security interestregulation, order, judgment, instrument, contract, license or other encumbrance upon any of the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to date, any agreement or commitment to which the Seller is a party or by which the Seller or any of its properties (including, without limitation, the Assets) is assets are bound or to which would prevent the Seller consummation of this transaction, and no consent or approval of any third party or any of such properties is subjectgovernment, state, province, county or other political subdivision thereof, or any statute entity exercising executive, legislative, judicial, regulatory or any judgmentadministrative function of, decreeor pertaining to, ordergoverning (collectively, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with "Governmental Authority") is necessary in order to permit Seller which could in any way affect to execute and deliver this Agreement and perform the transactions contemplated hereby. (e) The Seller has not sold, transferred, pledged or otherwise disposed of, or converted or exchanged, or granted any option or other agreements right with respect to, any of the Securities. (f) Seller has not employed any broker or finder or incurred any liability for any brokerage fees or commissions in connection with the transactions contemplated by this Agreement;. (dg) Seller There is the sole lawful owner of the Assets and does not own the Assets through any other firmno suit, corporationclaim, action, proceeding or other entity or pursuant to any partnershipinvestigation pending or, joint venture, or other agreement or arrangement, has good and clear record and marketable title to the AssetsSeller's knowledge, and, threatened against the Seller or its affiliates or any of their predecessors with respect to the Securities at Closing, shall transfer to Buyer title to all of the Assets, free and clear of law or in equity or before any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances Governmental Authority or before any arbitrator of any kind and, to the Seller's knowledge, there is no reasonable basis for any such suit, claim, action, proceeding or character;investigation. The Seller has not been a party to any such suit, claim, action, proceeding or investigation during the past two years relating to the Securities, nor has any such suit, claim, action, proceeding or investigation been threatened in writing by or against the Seller. (eh) Upon receipt Seller acknowledges that neither the Buyer nor any of all regulatory authorizations required to be obtained its agents or affiliates solicited the sale of the Securities by Seller pursuant to Section 1.7 and that the transactions contemplated hereby qualifies as an "unsolicited purchase" under Rule 102 of Article I of this Agreement, Seller holds all necessary approvals, authorizations, permits, licenses, consents, Regulation M promulgated under the rules and other permissions, whether corporate, regulatory, or otherwise required to perform its obligations under this Agreement; the conveyance regulations of the Assets to Buyer will not render any Securities Act of the Warranties (1933, as defined hereafter) void or voidable; Buyer shall have the benefit of all of Seller’s rights in and to the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereof;amended.

REPRESENTATIONS AND WARRANTIES OF SELLER. Except as set forth on the Disclosure Schedule, Seller hereby represents and warrants to Buyer that the following statements are true, correct and complete as follows as of the execution date of this Agreement hereof and as of the date of the ClosingClosing Date: (a) Seller Organization, Standing and Corporate Power. (i) Gateway is an insurance company, and the Company is a municipal corporation business corporation, each duly incorporated, validly existing and in good standing under the laws Laws of the state in which it is organized State of Missouri and is in good standing and is duly qualified to conduct business in all of has the jurisdictions in which it operates; (b) Seller has all requisite power and authority to enter into this Agreementown its properties and assets and to carry on its business as currently conducted. The Transferred Companies are duly qualified as a foreign corporation to do business, execute and deliver are in good standing, in each jurisdiction where the Xxxx character of Saleits owned, undertake operated or leased assets or properties or the nature of its activities makes such qualification and good standing necessary, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Seller Material Adverse Effect. The execution and delivery by each such Transferred Company of each of the Transaction Agreements to which it is a party, the performance by each such Transferred Company of its obligations hereunder under each of the Transaction Agreements to which it is a party and consummate the consummation such Transferred Company of the transactions contemplated hereby; this Agreement by each of the Transaction Agreements to which it is a party, have been or will be prior to the Closing (as applicable) duly authorized by all requisite corporate action on the part of such Transferred Company. Each of the Transaction Agreements to which a Transferred Company is a party has been, or upon execution and delivery thereof, will be, duly executed and delivered by such Transferred Company. Assuming due authorization, execution and delivery by the other parties hereto or thereto, each of the Transaction Agreements to which a Transferred Company is a party constitutes, and, as of the Closing, the Xxxx of Sale or upon execution and delivery thereof will constitute, the legal, valid and legally binding obligations obligation of Sellersuch Transferred Company, and are or will be enforceable against it in accordance with their respective its terms, except as subject in each case to the enforceability thereof may be limited by effect of applicable bankruptcy, reorganization, insolvency, reorganization moratorium fraudulent conveyance or other similar laws Laws now or hereafter in effect relating to or affecting creditors’ creditor's rights and remedies generally and by subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforceability enforcement is sought in a proceeding in equity or at law);. (cii) neither Seller is a corporation duly organized, validly existing and in good standing under the Laws of the State of Wisconsin and has the requisite power and authority to own its properties and assets and carry on its business as currently conducted. Seller has full power and authority to enter into, consummate the transactions contemplated by, and carry out its obligations under, each of the Transaction Agreements to which it is a party. The execution and delivery by Seller of this Agreement or each of the Xxxx Transaction Agreements to which it is a party, the performance by Seller of Sale by its obligations under each of the Seller, nor Transaction Agreements to which it is a party and the consummation by the Seller of the transactions contemplated hereby, will constitute a violation of, or be in conflict with, or constitute or create a default under, or result in the creation or imposition of any lien, security interest, or other encumbrance upon any by each of the Assets underTransaction Agreements to which it is a party, any applicable charter, certificate have been or will be prior to the Closing (as applicable) duly authorized by all requisite corporate action on the part of incorporation, bylaws, operating agreement and/or similar organizational documents Seller. Each of the Seller, each as amended to date, any agreement or commitment Transaction Agreements to which the Seller is a party has been, or upon execution and delivery thereof, will be, duly executed and delivered by such Seller. Assuming due authorization, execution and delivery by the other parties hereto or thereto, each of the Transaction Agreements to which the Seller is a party constitutes, or any of its properties (including, without limitationupon execution and delivery thereof will constitute, the Assets) is bound legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms, subject in each case to the effect of applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or similar Laws now or hereafter in effect relating to which the Seller or any of such properties is affecting creditor's rights and remedies generally and subject, or any statute or any judgmentas to enforceability, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect the transactions or other agreements contemplated by this Agreement; (d) Seller is the sole lawful owner of the Assets and does not own the Assets through any other firm, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title to the Assets, and, effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at Closing, shall transfer to Buyer title to all of the Assets, free and clear of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind or character; (e) Upon receipt of all regulatory authorizations required to be obtained by Seller pursuant to Section 1.7 of Article I of this Agreement, Seller holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise required to perform its obligations under this Agreement; the conveyance of the Assets to Buyer will not render any of the Warranties (as defined hereafter) void or voidable; Buyer shall have the benefit of all of Seller’s rights in and to the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereof;law).

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller hereby represents and warrants to Buyer that the following statements are true, correct and complete as of the execution date of this Agreement and as of Purchaser on the date of the Closinghereof and on each Closing Date as follows: (ai) the Seller is a municipal corporation organized and validly existing and in good standing under the laws of its jurisdiction of incorporation, and has the state in which it is organized and is in good standing and is duly qualified to conduct business in all of the jurisdictions in which it operates; (b) Seller has all requisite corporate power and authority to enter into and perform its obligations under this Agreement, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; ; (ii) this Agreement constitutes, and, as has been duly authorized by all necessary corporate action on the part of the ClosingSeller and the execution, delivery and performance hereof by the Seller do not require the consent or approval of, the Xxxx giving of Sale will constitutenotice to, the valid registration with, or the taking of any other action in respect of, any Federal, state or foreign governmental authority or agency by Seller, except as contemplated by Section 2.4 and legally binding such as have been duly obtained and are in full force and effect and do not require any approval of stockholders of the Seller or any approval or consent of any trustee or holders of any indebtedness or obligations of the Seller, and are or will be enforceable in accordance with their respective termshas been duly executed and delivered by the Seller, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the execution and delivery of this Agreement or the Xxxx of Sale by the Sellerhereof, nor the consummation by the Seller of the transactions contemplated hereby, nor compliance by the Seller with any of the terms and provisions hereof will constitute a violation ofcontravene any law of the country and state of incorporation of the Seller or any judgment, governmental rule, regulation or be order applicable to or binding on the Seller or contravene or result in conflict with, any breach of or constitute or create a any default under, or result in the creation or imposition of any lien, security interest, or other encumbrance Lien upon any property of the Assets Seller under, any applicable indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan or credit agreement, charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to date, any by-law or other agreement or commitment instrument to which the Seller is a party or by which it or its properties may be bound or affected; (iii) this Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with the terms hereof; and (iv) there are no suits or proceedings pending, or, to the best knowledge of the Seller, threatened, against or affecting the Seller before any court, governmental agency or arbitrator, which in the good faith opinion of the Seller after consultation with counsel, would if adversely determined have a material adverse effect on the Interests or the financial condition of the Seller or any of its properties (including, without limitation, the Assets) is bound or which would purport to which the Seller or any of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect the transactions legality, validity or other agreements contemplated by this Agreement; (d) Seller is the sole lawful owner of the Assets and does not own the Assets through any other firm, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title to the Assets, and, at Closing, shall transfer to Buyer title to all of the Assets, free and clear of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind or character; (e) Upon receipt of all regulatory authorizations required to be obtained by Seller pursuant to Section 1.7 of Article I enforceability of this Agreement, ; and (v) Seller holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise required to perform its obligations under this Agreement; the conveyance acknowledges receiving a copy of the Assets Lease Documents. The Seller shall, by accepting each Acquisition Price as provided in this Agreement on any Closing Date, be deemed to Buyer will not render any of have reaffirmed the Warranties (as defined hereafter) void or voidable; Buyer shall have the benefit of all of Seller’s rights representations and warranties made by it in and to the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer this Agreement on or before the date hereof;such Closing Date.

REPRESENTATIONS AND WARRANTIES OF SELLER. 7.1 Seller hereby represents and warrants to Buyer that Purchase the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closingfollowing: (a) Seller is a municipal corporation validly existing and in good standing under the laws of the state in which it is organized and is in good standing and is duly qualified to conduct business in all of the jurisdictions in which it operates; (b) Seller X. Xxxxxx has all requisite full power and authority to enter into this Agreement, execute Contract and deliver the Xxxx of Sale, undertake to assume and perform all its obligations hereunder and consummate the transactions contemplated herebyhereunder; this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Seller, and are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the execution and delivery of this Agreement Contract and the performance by Seller of its obligations hereunder have been duly authorized by such action as may be required, and no further action or approval is required in order to constitute this Contract as a binding and enforceable obligation of Seller. No third party holds a right of first refusal; repurchase option; or similar option to purchase the Xxxx Property. The execution and delivery of Sale by the Seller, nor this Contract and the consummation by the Seller of the transactions contemplated hereby, hereunder on the part of Seller do not and will constitute a violation of, or be in not conflict with, or constitute or create a default under, with or result in the creation or imposition breach of any condition or provision of, or constitute, a lien, security interest, charge or other encumbrance upon any of the Assets under, any applicable charter, certificate property or assets of incorporation, bylaws, operating agreement and/or similar organizational documents Seller by reason of the Sellerterms of any contract, each as amended to datemortgage, any agreement lien, lease, indenture, instrument, or commitment judgment to which the Seller is a party or by which the is or purports to be binding upon Seller or which affects Seller; and, aside from the passing of the Ordinance granting permission to Seller to sell the Property, which Seller shall promptly have enacted, no action by any of federal, state, municipal or other governmental department, commission, board, bureau or instrumentality is necessary to make this Contract a valid instrument binding upon Seller in accordance with its properties (includingterms. B. Seller has received no notice that there is any action, without limitation, suit or proceeding pending or threatened against or materially affecting the Assets) is bound or to which the Seller Property or any portion thereof or relating to or arising out of such properties the ownership of the Property, in any court or before or by any federal, state, county or municipal department, commission, board, bureau or agency or other governmental instrumentality. C. Seller has received no notice and to the best of Seller’s knowledge there is subjectno pending or threatened condemnation or similar proceeding or assessment affecting the Property, or any statute or any judgment, decree, order, regulation or rule part thereof. D. Seller has received no notice and is not aware of any court default or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect the transactions or other agreements contemplated by this Agreement; (d) Seller is the sole lawful owner of the Assets and does not own the Assets through any other firm, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title to the Assets, and, at Closing, shall transfer to Buyer title to all of the Assets, free and clear of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind or character; (e) Upon receipt of all regulatory authorizations required to be obtained by Seller pursuant to Section 1.7 of Article I of this Agreement, Seller holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise required to perform its obligations breach under this Agreement; the conveyance of the Assets to Buyer will not render any of the Warranties (as defined hereafter) void covenants, conditions, restrictions, rights-of-way or voidable; Buyer shall have easements affecting the benefit of all of Seller’s rights in and to the Warranties upon transfer of the Assets to Buyer; and Property or any portion thereof. E. Seller has provided or will provide to Purchaser upon request, true, accurate, correct and complete originals or copies of all environmental reports in Seller’s possession or control relating to the Warranties to Buyer on or before Property, together with all exhibits, addendum, amendments and modifications thereto. X. Xxxxxx xxxxxx confirms that it is not insolvent as of the date hereof;Effective Date of this Contract.

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer that the following statements are true, correct and complete Company as of the execution date of this Agreement and as of the date of the Closingfollows: (a) Seller is a municipal corporation validly existing and in good standing under has the laws of the state in which it is organized and is in good standing and is duly qualified to conduct business in all of the jurisdictions in which it operates; (b) Seller has all requisite full right, power and authority to enter into this AgreementAgreement and to sell, execute transfer and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Seller, and are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the Shares pursuant hereto. The execution and delivery of this Agreement or by Seller and the Xxxx of Sale by the Seller, nor the consummation by the Seller sale of the transactions contemplated hereby, Shares hereunder have been duly authorized by all requisite corporate action and do not and will not conflict with or constitute a violation breach of, or be in conflict with, or constitute or create a default under, or result in the creation or imposition of any lien, security interest, charge or other encumbrance upon any of the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to dateShares pursuant to, any agreement or commitment instrument to which the Seller is a party or by which Seller may be bound, nor will such action result in any violation of the charter or bylaws of Seller or any law, statute, rule, regulation, judgment, order, writ or decree of any governmental authority having jurisdiction over Seller or any of its properties (including, without limitation, the Assets) is bound or to which the Seller or any of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect the transactions or other agreements contemplated by this Agreement;properties. (db) This Agreement has been duly executed and delivered by Seller and constitutes the valid and binding obligation of Seller, enforceable in accordance with the terms. (c) Seller is has, and will on the sole lawful owner of the Assets and does not own the Assets through any other firmClosing Date have, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title to the Assets, and, at Closing, shall transfer to Buyer title to all of the AssetsShares, free and clear of any leasessecurity interest, mortgagesmortgage, pledgespledge, lienslien, security interestscharge, conditional sales agreementsclaim, consignments, and other charges and encumbrances equity or encumbrance of any kind or character; (e) Upon receipt kind; and upon delivery of all regulatory authorizations required to be obtained the Shares and payment of the purchase price therefor as contemplated by Seller pursuant to Section 1.7 of Article I of this Agreement, the Company will receive good and marketable title to the Shares, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind. (d) Seller holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise required to perform its obligations under this Agreement; acknowledges that the conveyance sale of the Assets to Buyer will Shares hereunder has not render been solicited or induced by any action by or on behalf of the Warranties (as defined hereafter) void Company or voidable; Buyer shall have by any representations made by or on behalf of the benefit of all of Seller’s rights in and Company with respect to the Warranties Company, its business or prospects. Seller acknowledges that its decision to sell the Shares is based upon transfer its own business objectives and its own evaluation of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies value of the Warranties to Buyer on or before Shares and the date hereof;risks and merits of the Company’s business and prospects, including the possibility that the value of the Shares may increase materially in the future.

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the ClosingPurchaser that: (a) 4.1 Seller is a municipal corporation duly organized, validly existing and in good standing under the laws of the state in which it is organized and is in good standing and is duly qualified to conduct business in all of the jurisdictions in which it operates; (b) Nevada. Seller has all requisite full corporate power and authority to enter into this AgreementAgreement and the documents to be delivered hereunder, execute and deliver the Xxxx of Sale, undertake to carry out its obligations hereunder and to consummate the transactions contemplated hereby; . The execution, delivery and performance by Seller of this Agreement constitutes, and, as and the documents to be delivered hereunder and the consummation of the Closingtransactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Purchaser) this Agreement and the Xxxx of Sale will constitutedocuments to be delivered hereunder constitute legal, the valid and legally binding obligations of Seller, and are or will be enforceable against Seller in accordance with their respective terms. 4.2 The execution, except as the enforceability thereof may be limited delivery and performance by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the execution and delivery Seller of this Agreement or and the Xxxx of Sale by the Sellerdocuments to be delivered hereunder, nor and the consummation by the Seller of the transactions contemplated hereby, do not and will constitute a not: (a) violate or conflict with the certificate of limited partnership, partnership agreement or other organizational documents of Seller or other organizational documents of Seller; (b) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Seller; (c) conflict with, or result in (with or without notice or lapse of time or both) any violation of, or be in conflict with, or constitute or create a default under, or give rise to a right of termination, acceleration or modification of any obligation or loss of any benefit under any contract or other instrument to which Seller is a party; or (d) result in the creation or imposition of any lienLien on the MOBQ Shares. No consent, security interestapproval, waiver or other encumbrance upon authorization is required to be obtained by Seller from any person or entity (including any governmental authority) in connection with the execution, delivery and performance by Seller of this Agreement and the consummation of the Assets undertransactions contemplated hereby. 4.3 There is no Action of any nature pending or, any applicable charterto Seller's knowledge, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to date, any agreement or commitment to which the Seller is a party threatened against or by which Seller (a) relating to or affecting the Seller Interests; or any of its properties (includingb) that challenges or seeks to prevent, without limitation, the Assets) is bound enjoin or to which the Seller or any of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect otherwise delay the transactions or other agreements contemplated by this Agreement;. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (d) 4.4 Seller is the sole lawful legal, beneficial, record and equitable owner of the Assets and does not own the Assets through any other firm, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title to the Assets, and, at Closing, shall transfer to Buyer title to all of the AssetsMOBQ Shares, free and clear of any leasesand all Liens whatsoever. 4.5 No broker, mortgagesfinder or investment banker is entitled to any brokerage, pledges, liens, security interests, conditional sales agreements, consignments, and finder's or other charges and encumbrances of any kind fee or character; (e) Upon receipt of all regulatory authorizations required to be obtained commission in connection with the transactions contemplated by Seller pursuant to Section 1.7 of Article I of this Agreement, Seller holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, Agreement based upon arrangements made by or otherwise required to perform its obligations under this Agreement; the conveyance of the Assets to Buyer will not render any of the Warranties (as defined hereafter) void or voidable; Buyer shall have the benefit of all on behalf of Seller’s rights in and to the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereof;.

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closingthat: (a) This Agreement constitutes a valid and binding obligation of Seller, enforceable against Seller is a municipal corporation validly existing and in good standing under the laws of the state in which it is organized and is in good standing and is duly qualified to conduct business in all of the jurisdictions in which it operates;accordance with its terms. (b) Seller has all requisite power and authority to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Seller, and are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the The execution and delivery of this Agreement or the Xxxx of Sale by the Seller, nor and the consummation by the Seller of the transactions contemplated hereby, will constitute a violation ofin this Agreement do not constitute, or be in conflict withwith the passage of time will not constitute, or constitute or create a default under, or result in the creation or imposition of any lien, security interest, or other encumbrance upon any of the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to date, under any agreement or commitment to which the Seller is a party or by which the Seller or any of its properties (including, without limitation, the Assets) it is bound or to which any of the Assets are subject. (c) There are: (i) no pending or threatened suits or proceedings, at law or in equity, or before or by any governmental agency or arbitrator; and (ii) no unsatisfied or outstanding judgments, orders, decrees, or stipulations affecting Seller or any of such properties to which he is subject, or any statute may become a party which would constitute or any judgment, decree, order, regulation or rule result in a breach of any court representation, warranty or governmental authority; no third party has any right of first refusal agreement set forth in this Agreement or any non-competition agreement interfere with Seller which could in any way affect the transactions or other agreements contemplated by Seller's ability to perform under this Agreement;. (d) Seller is has paid all federal, state and local taxes required to be paid by Seller to the sole lawful owner extent due, and all deficiencies, interest, penalties, or other additions to such taxes. Seller has filed all returns and reports concerning taxes that he has been required to file, which returns and reports accurately reflected the amounts of Seller's liability thereunder. (e) Seller owns its entire right title and interest in the Assets and does not own the Assets through any other firm, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title to the AssetsAccess Link, and, at Closingexcept for the maintenance contracts with Fleet and Pershing, shall transfer which require consent to be assigned, has full power and authority to convey them to Buyer title to all on the terms set forth in this Agreement. To the best of Seller's knowledge, the Assets, Assets and Access Link are free and clear of any leasesencumbrances, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind whether voluntary or character;involuntary. (ef) Upon receipt of all regulatory authorizations required to be obtained by Seller pursuant to Section 1.7 of Article I of Except as expressly set forth in this Agreement, Seller holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise required to perform its obligations under this Agreement; the conveyance of acknowledges that the Assets to Buyer will not render any of the Warranties (as defined hereafter) void or voidable; Buyer shall have the benefit of all of Seller’s rights in and be sold to the Warranties upon transfer Buyer "as is" and "where is" without any warranties of the Assets to Buyer; and Seller has provided true, accurate, and complete originals quality or copies of the Warranties to Buyer on or before the date hereof;fitness.

REPRESENTATIONS AND WARRANTIES OF SELLER. To induce Purchaser to enter into this Agreement and to purchase the Property, Seller hereby represents and warrants to Buyer that Purchaser as follows (to the following statements are trueextent applicable to the Property and as the context requires considering the physical character, correct current status of development and complete as Seller’s current use of the execution date of this Agreement and as of the date of the Closing:Property): (a) Seller has and at the applicable Closing will have, and will convey, transfer and assign to Purchaser, good, indefeasible and insurable right and fee simple title to the Property, free and clear of any deeds of trust, mortgages, liens, encumbrances, leases, tenancies, licenses, chattel mortgages, conditional sales agreements, security interests, covenants, conditions, restrictions, judgments, rights-of-way, easements, encroachments, claims and any other matters affecting title or use of the Property, except the Permitted Exceptions. (b) Seller has duly and validly authorized and executed this Agreement, and has full right, title, power and authority to enter into this Agreement and to consummate the transactions provided for herein, and the joinder of no person or entity will be necessary to convey the Property fully and completely to Purchaser at the applicable Closing of the Property. Seller is a municipal corporation duly organized, validly existing and in good standing under the laws of the applicable state of its incorporation and where it does business. The consummation of the transactions contemplated herein does not require the further approval of Seller’s shareholders, directors, partners, members or any third party. The execution by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby do not, and at the Closing will not, result in a breach of any of the terms or provisions of, or constitute a default or a condition which it upon notice or lapse of time or both would ripen into a default under, Seller’s bylaws, operating agreement or certificate or articles of incorporation or organization, any indenture, agreement, instrument or obligation to which Seller is organized a party or by which the Property or any portion thereof is bound; and is in good standing does not constitute a violation of any Laws, order, rule or regulation applicable to Seller or any portion of the Property of any court or of any federal, state or municipal regulatory body or administrative agency or other governmental body having jurisdiction over Seller or any portion of the Property. Notwithstanding the preceding sentence, Seller represents that at Closing, Seller’s lender or lenders shall release any and is duly qualified to conduct business in all liens encumbering any or all of the jurisdictions in which it operates;Property. (bc) There are no adverse parties in possession of the Property or of any part thereof. Seller has not granted to any party any license, lease or other right relating to the use or possession of the Property. (d) No written notice has been received from any insurance company that has issued a policy with respect to any portion of the Property or from any board of fire underwriters (or other body exercising similar functions), claiming any defects or deficiencies or requiring the performance of any repairs, replacements, alterations or other work and as of the Closing no such written notice will have been received which shall not have been cured. No written notice has been received by Seller from any issuing insurance company that any of such policies will not be renewed, or will be renewed only at a higher premium rate than is presently payable therefor. (e) Seller has no Knowledge of any pending or contemplated condemnation, eminent domain, assessment or similar proceeding or charge affecting the Property or any portion thereof, nor has received any written notice that any such proceeding or charge is contemplated. (f) All Improvements (including all utilities) have been, or as of the Closing will be, substantially completed and installed in accordance with the plans and specifications approved by the governmental authorities having jurisdiction to the extent applicable and are transferable to Purchaser without additional cost. Permanent certificates of occupancy, all licenses, Permits, authorizations and approvals required by all governmental authorities having jurisdiction, and the requisite power certificates of the local board of fire underwriters (or other body exercising similar functions) have been, or as of the Closing will be, issued for the Improvements and authority to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutesfor all operations conducted thereon, and, as of the Closing, where required, all of the Xxxx of Sale same will constitutebe in full force and effect. The Improvements, the valid as designed and legally binding obligations of Sellerconstructed, and are substantially comply or will be enforceable substantially comply with all statutes, restrictions, regulations and ordinances applicable thereto, including but not limited to the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, as applicable. (g) The existing water, sewer, gas and electricity lines, storm sewer and other utility systems on the Land are adequate to serve the current and contemplated utility needs of the Property. All utilities required for the operation of the Improvements enter the Land through adjoining public streets or through adjoining private land in accordance with their respective termsvalid public or private easements that will, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the execution and delivery of this Agreement or the Xxxx of Sale by the Seller, nor the upon consummation by the Seller of the transactions contemplated herebyherein, will constitute a violation ofinure to the benefit of Purchaser. All approvals, licenses and permits required for said utilities have been obtained and are in full force and effect. All of said utilities are installed and operating, or will be, and all installation and connection charges have been or will be paid in conflict withfull as of the Closing. (h) The location, construction, occupancy, operation and use of the Property (including any Improvements) does not violate any applicable law, statute, ordinance, rule, regulation, order or determination of any governmental authority or any board of fire underwriters (or other body exercising similar functions), or constitute any restrictive covenant or create a default underdeed restriction (recorded or otherwise) affecting the Property or the location, construction, occupancy, operation or result use thereof, including, without limitation, all applicable zoning ordinances and building codes, flood disaster laws and health and environmental laws and regulations, the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, as applicable. (i) There are not any structural defects in the creation or imposition of any lien, security interest, or other encumbrance upon any of the Assets underbuildings or other Improvements constituting the Property. The Improvements, any applicable charterall heating, certificate of incorporationelectrical, bylawsplumbing and drainage at, operating agreement and/or similar organizational documents or servicing, the Property and all facilities and equipment relating thereto are and, as of the SellerClosing, each will be in good condition and working order and adequate in quantity and quality for the normal operation of the Property. No part of the Property has been destroyed or damaged by fire or other casualty. There are no unsatisfied written requests for repairs, restorations or alterations with regard to the Property from any person, entity or authority, including but not limited to any lender, insurance provider or governmental authority. (j) No work has been performed or is in progress at the Property, and no materials will have been delivered to the Property that might provide the basis for a mechanic’s, materialmen’s or other lien against the Property or any portion thereof, and all amounts due for such work and material shall have been paid and all discharged to Purchaser’s satisfaction as amended of the Closing. (k) There exist no service contracts, management or other agreements applicable to date, any agreement or commitment the Property to which the Seller is a party or otherwise known to Seller which are not otherwise terminable by Seller upon thirty (30) days notice. (l) Seller is not in default in any manner which would result in a material adverse effect on Seller or the Seller Property under the Lease, the Business Agreements, or Seller’s Operating and Service Agreements or any of the covenants, conditions, restrictions, rights-of-way or easements affecting the Property or any portion thereof, and, to Seller’s Knowledge no other party to any of the foregoing is in material default thereunder. (m) There are no actions, suits or proceedings pending or, to Seller’s Knowledge, threatened against or affecting the Property or any portion thereof, or relating to or arising out of the ownership or operation of the Property, or by any federal, state, county or municipal department, commission, board, bureau or agency or other governmental instrumentality. All judicial proceedings concerning the Property will be finally dismissed and terminated prior to Closing, excluding lawsuits in which Seller is involved in its properties ordinary course of business. Seller hereby covenants and agrees to indemnify and hold Purchaser harmless from and against any and all Claims (includingincluding reasonable attorneys’ fees) arising out of or relating to any lawsuits or other proceedings in which Seller is involved which lawsuits involve or relate to the Property. (n) The Property has free and unimpeded access to presently existing public highways and/or roads (either directly or by way of perpetual easements); and all approvals necessary therefor have been obtained. No fact or condition exists which would result in the termination of the current access from the Property to any presently existing public highways and/or roads adjoining or situated on the Property. (o) There are no attachments, without limitationexecutions, assignments for the Assetsbenefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under any other debtor relief laws contemplated by or, to Seller’s Knowledge, pending or threatened against Seller or the Property. (p) is bound No Hazardous Materials have been installed, used, generated, manufactured, treated, handled, refined, produced, processed, stored or disposed of, or otherwise present in, on or under the Property by Seller or to Seller’s Knowledge by any third party. No activity has been undertaken on the Property by Seller or, to Seller’s Knowledge, by any third party which would cause (i) the Seller Property to become a hazardous waste treatment, storage or any disposal facility within the meaning of, or otherwise bring the Property within the ambit of such properties is subjectRCRA, or any statute Hazardous Materials Law, (ii) a release or threatened release of Hazardous Materials from the Property within the meaning of, or otherwise bring the Property within the ambit of, CERCLA or XXXX or any judgmentHazardous Materials Law or (iii) the discharge of Hazardous Materials into any watercourse, decreebody of surface or subsurface water or wetland, or the discharge into the atmosphere of any Hazardous Materials which would require a permit under any Hazardous Materials Law. No activity has been undertaken with respect to the Property by Seller or, to Seller’s Knowledge, any third party which would cause a violation or support a claim under RCRA, CERCLA, XXXX or any other Hazardous Materials Law. No investigation, administrative order, regulation litigation or rule settlement with respect to any Hazardous Materials is in existence with respect to the Property, nor, to Seller’s Knowledge, is any of the foregoing threatened. No written notice has been received by Seller from any entity, governmental body or individual claiming any violation of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect the transactions or other agreements contemplated by this Agreement; (d) Seller is the sole lawful owner of the Assets and does not own the Assets through any other firm, corporationHazardous Materials Law, or other entity or pursuant to requiring compliance with any partnership, joint ventureHazardous Materials Law, or other agreement demanding payment or arrangement, contribution for environmental damage or injury to natural resources. Seller has good and clear record and marketable title to the Assets, not obtained and, at Closingto Seller’s Knowledge, shall transfer is not required to Buyer title to all of the Assetsobtain, free and clear Seller has no Knowledge of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind or character; (e) Upon receipt of all regulatory authorizations reason Purchaser will be required to be obtained by Seller pursuant to Section 1.7 of Article I of this Agreementobtain, Seller holds all necessary approvals, authorizations, any permits, licenses, consentsor similar authorizations to occupy, operate or use the Improvements or any part of the Property by reason of any Hazardous Materials Law. (q) The Property includes all items of property, tangible and intangible, currently used by Seller in connection with the operation of the Property, Seller’s Operating and Service Agreements, and other permissionsproperty expressly excluded from the definition of Property, whether corporate, regulatory, and the exclusion of such items from the Property to be conveyed to Purchaser will not have any material adverse affect upon Purchaser’s ownership or otherwise required leasing of such Property following the Closing. (r) Seller has not failed to perform its obligations under this Agreement; disclose anything of a material nature with respect to the conveyance Due Diligence Materials. All of the Assets foregoing representations and warranties of Seller shall be deemed remade at the Closing unless Seller discovers information that makes any such representation or warranty untrue, and Seller provides such information in writing to Buyer will not render any Purchaser prior to the expiration of the Warranties (as defined hereafter) void or voidable; Buyer shall have the benefit of all of Seller’s rights in and to the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereof;Review Period.

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer that Seller and PRTR the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closingfollowing: (a) 3.01 Seller is a municipal corporation validly existing owns the Shares free and in good standing under the laws clear of the state in which it is organized all any and is in good standing all liens, claims, encumbrances, preemptive rights, right of first refusal and is duly qualified to conduct business in all adverse interests of the jurisdictions in which it operates;any kind. (b) 3.02 Seller has all the requisite power and authority to enter into this Agreement, execute Agreement and deliver the Xxxx of Sale, undertake its obligations hereunder and to consummate the transactions contemplated hereby; this Agreement constituteshereby and otherwise to carry out Seller’s obligations hereunder. No consent, and, as approval or agreement of any individual or entity is required to be obtained by the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Seller, and are or will be enforceable Seller in accordance connection with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the execution and delivery performance by the Seller of this Agreement or the Xxxx of Sale by the Seller, nor the consummation execution and performance by the Seller of any agreements, instruments or other obligations entered into in connection with this Agreement. 3.03 There is no private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any agency, court or tribunal, foreign or domestic, or, to the Sellers’ knowledge, threatened against the Seller or any of Seller’s properties. There is no judgment, decree or order against the Seller that could prevent, enjoin, alter or delay any of the transactions contemplated herebyby this Agreement. 3.04 There are no material claims, will constitute a violation ofactions, suits, proceedings, inquiries, labor disputes or be in conflict withinvestigations pending or, or constitute or create a default under, or result in the creation or imposition of any lien, security interest, or other encumbrance upon any of the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of to the Seller’s knowledge, each as amended to date, any agreement or commitment to which the Seller is a party or by which threatened against the Seller or any of its properties assets, at law or in equity or by or before any governmental entity or in arbitration or mediation. No bankruptcy, receivership or debtor relief proceedings are pending or, to the Seller’s knowledge, threatened against the Seller. 3.05 The Seller has complied with, is not in violation of, and has not received any notices of violation with respect to, any federal, state, local or foreign Law, judgment, decree, injunction or order, applicable to it, the conduct of its business, or the ownership or operation of its business. References in this Agreement to “Laws” shall refer to any laws, rules or regulations of any federal, state or local government or any governmental or quasi-governmental agency, bureau, commission, instrumentality or judicial body (including, without limitation, the Assets) is bound any federal or to which the Seller state securities law, regulation, rule or any of such properties is subject, or any statute or any judgment, decree, administrative order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect the transactions or other agreements contemplated by this Agreement;). (d) 3.06 The Seller is the sole lawful owner aware of the Assets Company’s business affairs and does not own financial condition and has reached an informed and knowledgeable decision to sell the Assets through any other firm, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title to the Assets, and, at Closing, shall transfer to Buyer title to all of the Assets, free and clear of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind or character; (e) Upon receipt of all regulatory authorizations required to be obtained by Seller pursuant to Section 1.7 of Article I of this Agreement, Seller holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise required to perform its obligations under this Agreement; the conveyance of the Assets to Buyer will not render any of the Warranties (as defined hereafter) void or voidable; Buyer shall have the benefit of all of Seller’s rights in and to the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereof;Shares.

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer that the following statements are true, correct and complete Company as of the execution date of this Agreement and as of the date of the Closingfollows: (a) Seller is a municipal corporation duly organized, validly existing and in good standing under the laws of the state in which it is organized and is in good standing and is duly qualified to conduct business in all State of the jurisdictions in which it operates;Delaware. (b) Seller has all requisite power and authority to enter into execute and deliver this Agreement, execute and deliver the Xxxx of Sale, undertake to carry out its obligations hereunder hereunder, and to consummate the transactions contemplated hereby; . Seller has obtained all necessary corporate approvals for the execution and delivery of this Agreement constitutesAgreement, andthe performance of its obligations hereunder, as and the consummation of the Closingtransactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and (assuming due authorization, execution and delivery by the Xxxx of Sale will constituteCompany) constitutes Seller's legal, the valid and legally binding obligations of Sellerobligation, and are or will be enforceable against Seller in accordance with their respective its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law);. (c) neither The Shares have been duly authorized, are validly issued, fully paid and non-assessable, and are owned of record and beneficially by Seller, free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (“Encumbrances”). Upon consummation of the transactions contemplated by this Agreement, the Company shall own the Shares, free and clear of all Encumbrances. (d) The execution, delivery and performance by Seller of this Agreement do not conflict with, violate or result in the breach of, or create any Encumbrance on the Shares pursuant to, any agreement, instrument, order, judgment, decree, law or governmental regulation to which Seller is a party or is subject or by which the Shares are bound. (e) No material governmental, administrative or other third-party consents or approvals are required by or with respect to Seller in connection with the execution and delivery of this Agreement or the Xxxx of Sale by the Seller, nor and the consummation by the Seller of the transactions contemplated hereby. (f) There are no actions, will constitute a violation ofsuits, or be in conflict withclaims, or constitute or create a default under, or result in the creation or imposition of any lien, security interest, investigations or other encumbrance upon any legal proceedings pending or, to the knowledge of the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to date, any agreement or commitment to which the Seller is a party threatened against or by which the Seller that challenge or any of its properties (includingseek to prevent, without limitation, the Assets) is bound enjoin or to which the Seller or any of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect otherwise delay the transactions or other agreements contemplated by this Agreement;. (dg) Seller No broker, finder or investment banker is the sole lawful owner of the Assets and does not own the Assets through entitled to any other firmbrokerage, corporation, finder's or other entity fee or pursuant to any partnership, joint venture, commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or other agreement or arrangement, has good and clear record and marketable title to the Assets, and, at Closing, shall transfer to Buyer title to all of the Assets, free and clear of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind or character; (e) Upon receipt of all regulatory authorizations required to be obtained by Seller pursuant to Section 1.7 of Article I of this Agreement, Seller holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise required to perform its obligations under this Agreement; the conveyance of the Assets to Buyer will not render any of the Warranties (as defined hereafter) void or voidable; Buyer shall have the benefit of all on behalf of Seller’s rights in and to the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereof;.

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closingfollows: (a) Seller is a municipal corporation Oklahoma limited liability company, duly organized and validly existing and in good standing under the laws of the state in which it is organized and is in good standing and is duly qualified to conduct business in all State of the jurisdictions in which it operates; (b) Oklahoma. Seller has all requisite complete power and authority to enter into this AgreementPurchase Agreement and all other agreements to be executed and delivered by Seller pursuant to the terms and provisions hereof, execute and deliver the Xxxx of Sale, undertake to perform its obligations hereunder and thereunder, and to consummate the transactions transaction contemplated hereby; this Agreement constitutes. (b) Seller has not received written notice from any governmental authority of any action, andsuit or proceeding pending or, as of to the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations knowledge of Seller, and are threatened in eminent domain or will be enforceable for condemnation against or affecting the Real Property or any portion thereof or relating to or arising out of the ownership of the Property, in accordance with their respective termsany court or before or by any federal, except as the enforceability thereof may be limited by applicable bankruptcystate, insolvencycounty or municipal department, reorganization commission, board, bureau or agency or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law);governmental instrumentality. (c) neither Seller has not granted and/or entered into any of first refusal, right to repurchase or option to purchase the Property with or in favor of any third party, which would or could prevent Seller from consummating the sale of the Property to Buyer pursuant to this Agreement. (d) No proceeding in bankruptcy has ever been instituted by or against Seller nor has Seller ever made an assignment for the benefit of creditors. (e) No representation, statement or warranty by Seller contained in this Agreement or in any exhibit or schedule attached hereto contains or will contain any untrue statements or omits or will omit a material fact necessary to make the statement of fact therein recited not misleading. (f) Neither the execution and delivery of this Agreement, nor compliance with the terms and conditions of this Agreement or the Xxxx of Sale by the Seller, nor the consummation by the Seller of the transactions contemplated herebysale and conveyance of the Property to Buyer, constitutes or will constitute a violation ofor breach of the articles of organization of Seller, as the same may have been amended from time to time, or be in conflict with, or constitute or create a default under, or result in the creation or imposition of any lien, security interest, agreement or other encumbrance instrument to which Seller is a party, to which it is subject or by which it is bound. (g) The execution and delivery of this Agreement have been approved by Seller, and no further action is required on the part of Seller to consummate the transaction contemplated hereby. The person(s) executing this Agreement on behalf of Seller shall have all requisite authority to execute this Agreement, and this Agreement, as executed, is valid, legal and binding upon Seller. There are no proceedings pending or threatened by or against Seller in bankruptcy, insolvency or reorganization in any state or federal court. (h) There exists no default by Seller or to the best of Seller’s knowledge, Operator under any of the Assets underLeases, nor have any applicable charterwritten notices of default been sent to any tenants or received by Seller relating to any default which, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents as of the Sellerdate hereof, each as amended to date, any agreement remains uncured or commitment to which the Seller is a party or by which the Seller or any of its properties (including, without limitation, the Assets) is bound or to which the Seller or any of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect the transactions or other agreements contemplated by this Agreement; (d) Seller is the sole lawful owner of the Assets and does not own the Assets through any other firm, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title to the Assetsbeen waived, and, at Closingto the best knowledge and belief of Seller, shall transfer there exists no state of facts which, with the giving of notice or lapse of time or both, would constitute a default under the Leases or which has given rise to Buyer title to all a current dispute between Seller and the tenants under their respective Leases. Seller agrees that the truthfulness of each of the Assets, free foregoing representations and clear warranties is a condition precedent to the performance by Buyer of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind or character; (e) Upon receipt of all regulatory authorizations required to be obtained by Seller pursuant to Section 1.7 of Article I of this Agreement, Seller holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise required to perform its obligations under this Agreement; the conveyance , and that all of the Assets to Buyer will not render same are for Buyer’s sole benefit and reliance. Upon the breach of any of the Warranties (representations and warranties set forth in this Section 8 by Seller, Buyer may terminate this Agreement, and, as defined hereafter) void or voidable; its sole remedy receive back the Deposit, and Buyer shall have no further obligations hereunder, or Buyer may, at its option, elect to close the benefit of all of Seller’s rights in and to the Warranties upon transfer purchase of the Assets to Buyer; and Seller has provided true, accurateProperty in accordance with the provisions of this Agreement, and complete originals waive any rights or copies remedies which Buyer may have by virtue of the Warranties to Buyer on breach of any such representation or before warranty. This Section 8 shall survive the date hereof;Closing for a period of six (6) months.

REPRESENTATIONS AND WARRANTIES OF SELLER. To induce Purchaser to enter into this Agreement and to consummate the sale and purchase of the Property in accordance herewith, Seller hereby represents and warrants to Buyer that the following statements are true, correct and complete Purchaser as of the execution date of this Agreement Effective Date and as of the Closing Date, except where specific reference is made to another date of or dates, in which case the Closingother date or dates will apply, that: (a) There are no actions, suits or proceedings pending or, to the best knowledge and belief of Seller, threatened or asserted against Seller is a municipal corporation validly existing and in good standing under the laws affecting any portion of the state Property, at law or in which it is organized and is in good standing and is duly qualified to conduct business in all of the jurisdictions in which it operatesequity or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; (b) Seller has all requisite power and authority to enter into this Agreementnot received any notices of any condemnation actions, execute and deliver special assessments or increases in the Xxxx asserted valuation of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Seller, and are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization taxes or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless impositions of whether enforceability is sought in a proceeding in equity any nature which are pending or law)being contemplated with respect to the Property or any portion thereof; (c) neither Except as to the Permitted Exceptions, there are no liens or security interests against the Land, the Improvements or against any other portion of the Property (which will not be paid on or before Closing), nor are there any actions pending which would result in the creation of any lien for any Improvements, and Seller shall not create or voluntarily permit to be created any liens, easements or other conditions affecting any portion of the Property without the prior written consent of Purchaser. At the Closing, there will be no unpaid bills or claims in connection with any construction or repair of the Improvements or other work performed or material purchased in connection with the Improvements; (d) Seller has full power and authority to execute, deliver, and consummate this Agreement subject to the conditions to Closing set forth in this Agreement, and by proper corporate action has duly authorized the execution and delivery of this Agreement or the Xxxx of Sale by the Seller, nor and the consummation by the Seller of the transactions contemplated hereby, will constitute a violation of, or be in conflict with, or constitute or create a default under, or result in the creation or imposition of any lien, security interest, or other encumbrance upon any of the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to date, any agreement or commitment to which the Seller is a party or by which the Seller or any of its properties (including, without limitation, the Assets) is bound or to which the Seller or any of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect the transactions or other agreements contemplated by this Agreementtransaction herein contemplated; (de) This Agreement is a valid obligation of Seller and is binding upon Seller in accordance with its terms; (f) Seller is the sole lawful owner of the Assets and does not own the Assets through any other firm, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable indefeasible fee simple title to the Assets, and, at Closing, shall transfer to Buyer title to all of the AssetsProperty, free and clear of any leasesliens, mortgagesdeeds of trust, pledges, liens, security interests, conditional sales agreementsleases, consignmentscharges, encumbrances or restrictions of any kind, except as will be shown in the Title Commitment to be provided in accordance with this Agreement (which liens, deeds of trust, and other charges and encumbrances of any kind or charactersecurity interests will be released at Closing as a condition precedent to Closing); (eg) Upon receipt of Seller has paid all regulatory authorizations taxes, charges and assessments (special or otherwise) required to be obtained paid to any taxing authority which could in any way now or hereafter constitute a lien against the Property or any part thereof (except for taxes and assessments payable during the current year). Seller has not received any notice from any taxing authority or governmental agency asserting that Seller has failed to file or has improperly filed any tax return or report required to be filed by it, or that it has not paid all taxes, charges or assessments now owing by it (except current taxes and assessments not yet delinquent) which could in any way now or hereafter constitute a lien against the Property or any part thereof; and no action or proceeding is now pending by a governmental agency or authority for the assessment or collection of such taxes, charges or assessments against Seller; and (h) Neither the execution nor delivery of this Agreement by Seller pursuant will result in a violation or breach of any term or provision or constitute a default under any agreement to Section 1.7 of Article I of this Agreement, which Seller holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise required to perform its obligations under this Agreement; the conveyance of the Assets to Buyer will not render any of the Warranties (as defined hereafter) void or voidable; Buyer shall have the benefit of all of Seller’s rights in and to the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereof;is a party.

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closingthat: (a) Seller is is, and will be at the Closing, a municipal corporation duly organized and validly existing and in good standing under the laws of the state in which it is organized State of Maryland with the power and is in good standing authority to execute this Agreement and sell the Property on the terms herein set forth. Seller, is duly qualified authorized to conduct business in so act, and all requisite action has been taken by Seller to authorize the execution and delivery of this Agreement, the performance by Seller of its obligations hereunder and the consummation of the jurisdictions in which it operates;transactions contemplated hereby. (b) Seller has all requisite necessary power and authority to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake to perform its obligations hereunder and to consummate the transactions contemplated hereby; this , without the consent or authorization of, or notice to, any third party, except those third parties to whom such consents or authorizations have been or will be obtained, or to whom notices have been or will be given, prior to the Closing. This Agreement constitutes, and, as of and the Closing, the Xxxx of Sale other documents and instruments to be delivered by Seller pursuant hereto when delivered will constitute, the legal, valid and legally binding obligations of Seller, and are or will be enforceable against Seller in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law);. (c) neither To Seller's Knowledge, there is no litigation, proceeding or action pending against Seller or the execution and delivery Property which questions the validity of this Agreement or any action taken or to be taken by Seller pursuant hereto. (d) To Seller's Knowledge, neither the Xxxx execution of Sale by the Seller, this Agreement nor the consummation by the Seller of the transactions contemplated herebyhereby will, will in any material respect, constitute a violation of, of or be in conflict with, with or constitute or create a default under, under any term or result in the creation or imposition provision of any lien, security interest, or other encumbrance upon any of the Assets under, any applicable charter, certificate of incorporation, bylaws, operating material agreement and/or similar organizational documents of the Seller, each as amended to date, any agreement or commitment to which the Seller is a party party, subject to the obtaining of any required consents or by which the Seller authorizations of, or any of its properties (including, without limitation, the Assets) is bound notices to third parties from whom such consents or authorizations will be obtained or to which the Seller or any of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect the transactions or other agreements contemplated by this Agreement; (d) Seller is the sole lawful owner of the Assets and does not own the Assets through any other firm, corporation, or other entity or pursuant whom notices will be given prior to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title to the Assets, and, at Closing, shall transfer to Buyer title to all of the Assets, free and clear of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind or character;. (e) Upon receipt Seller has no Actual Knowledge of all regulatory authorizations required to be obtained by Seller pursuant to Section 1.7 of Article I of this Agreementany material unresolved litigation adversely affecting the Property or any notice, Seller holds all necessary approvalsdocument or writing threatening or disclosing material litigation, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, material zoning or otherwise required to perform its obligations under this Agreement; building code violations or material environmental law violations at the conveyance of the Assets to Buyer will Property which have not render any of the Warranties (as defined hereafter) void or voidable; Buyer shall have the benefit of all of Seller’s rights in and to the Warranties upon transfer of the Assets been disclosed to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereof;.

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the ClosingAddition Date: (a) Seller is This Assignment constitutes a municipal corporation validly existing and in good standing under the laws of the state in which it is organized and is in good standing and is duly qualified to conduct business in all of the jurisdictions in which it operates; (b) Seller has all requisite power and authority to enter into this Agreementlegal, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations obligation of Seller, and are or will be Seller enforceable against Seller in accordance with their respective its terms, except as the such enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights generally in general and the rights of creditors of national banking associations and except as such enforceability may be limited by general equitable principles of equity (regardless of whether enforceability is sought considered in a proceeding suit at law or in equity or lawequity); (b) each of the Transferred Receivables satisfies the criteria for an Eligible Receivable as of the Addition Cut-Off Date; (c) neither the execution and delivery of this Agreement or the Xxxx of Sale by the Sellereach Additional Account is, nor the consummation by the Seller as of the transactions contemplated herebyAddition Cut-Off Date, will constitute a violation of, or an Eligible Account, (d) no selection procedures believed by Seller to be in conflict with, or constitute or create a default under, or result in materially adverse to the creation or imposition interests of any lien, security interest, or other encumbrance upon any of the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to date, any agreement or commitment to which the Seller is a party or by which the Seller Buyer or any of its properties (including, without limitation, creditors were utilized in selection the Assets) is bound or to which Additional Accounts from the Seller or any of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect the transactions or other agreements contemplated by this Agreementavailable Eligible Accounts; (de) as of the Addition Date, Seller is solvent; (f) the sole lawful owner Account Schedule delivered pursuant to this Assignment is an accurate and complete listing in all material respects of all the Accounts as of the Assets related Addition Cut-Off Date, and does not own the Assets through any information contained therein with respect to the identity of such Accounts and the Transferred Receivables existing in such Accounts, is true and correct in all material respects as of the Addition Cut-Off Date; (g) the Agreement and this Assignment creates a valid and continuing security interest in the Receivables in the Additional Accounts and the Related Security and in Collections and Recoveries with respect thereto, together with all monies due or to become due and all amounts received or receivable with respect thereto and Insurance Proceeds relating thereto and the proceeds thereof in favor of Buyer, which security interest (x) is enforceable against Seller, as such enforceability may be limited by applicable Debtor Relief Laws, now or hereafter in effect, and by general principles of equity (whether considered in a suit at law or in equity) and (y) upon filing of the financing statements described herein and, in the case of Transferred Receivables thereafter created, upon the creation thereof, will be prior to all other firm, corporation, Liens (other than Permitted Encumbrances); (h) the Transferred Receivables constitute “accounts” or other entity or “general intangibles” within the meaning of UCC Section 9-102; (i) immediately prior to the conveyance of the Receivables pursuant to any partnershipthis Agreement, joint venture, or other agreement or arrangement, Seller owns and has good and clear record and marketable title to to, or has a valid security interest in, the Assets, and, at Closing, shall transfer to Buyer title to all of the Assets, Receivables free and clear of any leasesLien, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances claim or encumbrance of any kind or character;Person, (other than Permitted Encumbrances); and (ej) Upon receipt of all regulatory authorizations required subject to be obtained by Seller Permitted Encumbrances, other than the transfer and assignment and the security interest granted to Buyer pursuant to Section 1.7 of Article I of this Agreement, Seller holds all necessary approvalshad not pledged, authorizationsassigned, permitssold, licenses, consents, and other permissions, whether corporate, regulatorygranted a security interest in, or otherwise required to perform its obligations under this Agreement; the conveyance of the Assets to Buyer will not render conveyed any of the Warranties (as defined hereafter) void or voidable; Buyer shall have the benefit of all of Seller’s rights in and to the Warranties upon transfer of the Assets to Buyer; and Transferred Receivables. Seller has provided true, accurate, not authorized the filing of and complete originals or copies is not aware of any financing statements against Seller that included a description of collateral covering the Warranties to Buyer on or before the date hereof;Transferred Receivables.

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the ClosingPurchaser that: (a) 4.1 Seller is a municipal corporation duly organized, validly existing and in good standing under the laws of the state in which it is organized and is in good standing and is duly qualified to conduct business in all of the jurisdictions in which it operates; (b) Nevada. Seller has all requisite full corporate power and authority to enter into this AgreementAgreement and the documents to be delivered hereunder, execute and deliver the Xxxx of Sale, undertake to carry out its obligations hereunder and to consummate the transactions contemplated hereby; . The execution, delivery and performance by Seller of this Agreement constitutes, and, as and the documents to be delivered hereunder and the consummation of the Closingtransactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Purchaser) this Agreement and the Xxxx of Sale will constitutedocuments to be delivered hereunder constitute legal, the valid and legally binding obligations of Seller, and are or will be enforceable against Seller in accordance with their respective terms. 4.2 The execution, except as the enforceability thereof may be limited delivery and performance by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the execution and delivery Seller of this Agreement or and the Xxxx of Sale by the Sellerdocuments to be delivered hereunder, nor and the consummation by the Seller of the transactions contemplated hereby, do not and will constitute a not: (a) violate or conflict with the certificate of incorporation or other organizational documents of Seller; (b) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Seller; (c) conflict with, or result in (with or without notice or lapse of time or both) any violation of, or be in conflict with, or constitute or create a default under, or give rise to a right of termination, acceleration or modification of any obligation or loss of any benefit under any contract or other instrument to which Seller is a party; (d) result in any violation, conflict with or constitute a default under the Company's organizational documents or the Amended and Restated Operating Agreement of the Company, dated December 7, 2018 (the “Operating Agreement”); or (e) result in the creation or imposition of any lienLien on the Interests. Except for the consent of Xxxxxxxxx Xxxxxx, security interestno consent, approval, waiver or other encumbrance upon authorization is required to be obtained by Seller from any person or entity (including any governmental authority) in connection with the execution, delivery and performance by Seller of this Agreement and the consummation of the Assets undertransactions contemplated hereby. 4.3 There is no Action of any nature pending or, any applicable charterto Seller's knowledge, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to date, any agreement or commitment to which the Seller is a party threatened against or by which Seller (a) relating to or affecting the Seller Interests; or any of its properties (includingb) that challenges or seeks to prevent, without limitation, the Assets) is bound enjoin or to which the Seller or any of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect otherwise delay the transactions or other agreements contemplated by this Agreement;. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (d) 4.4 Seller is the sole lawful legal, beneficial, record and equitable owner of the Assets and does not own the Assets through any other firm, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title to the Assets, and, at Closing, shall transfer to Buyer title to all of the AssetsInterests, free and clear of any leasesand all Liens whatsoever, mortgagesbut subject to the terms and conditions of the Company’s Operating Agreement. To Seller's knowledge, pledgesthe Interests were issued in compliance with applicable laws. To Seller's knowledge, liensthe Interests were not issued in violation of the organizational documents or Operating Agreement of the Company or any other agreement, security interests, conditional sales agreements, consignments, arrangement or commitment to which Seller or the Company is a party and other charges and encumbrances are not subject to or in violation of any kind preemptive or character;similar rights of any person. (e) Upon receipt of all regulatory authorizations required 4.5 No broker, finder or investment banker is entitled to be obtained any brokerage, finder's or other fee or commission in connection with the transactions contemplated by Seller pursuant to Section 1.7 of Article I of this Agreement, Seller holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, Agreement based upon arrangements made by or otherwise required to perform its obligations under this Agreement; the conveyance of the Assets to Buyer will not render any of the Warranties (as defined hereafter) void or voidable; Buyer shall have the benefit of all on behalf of Seller’s rights in and to the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereof;.

REPRESENTATIONS AND WARRANTIES OF SELLER. (For purposes of this Section 6, notwithstanding that reference is sometimes made to "Seller" alone, and sometimes to "Seller hereby and/or its Subsidiaries" or the like, each representation and warranty below shall be with respect to Seller and each of its Subsidiaries. As an inducement to the execution of this Agreement and the purchase of the Securities by Buyer, Seller represents and warrants to Buyer that the following statements are trueBuyer, correct and complete as of the execution date of this Agreement and as of the date of the Closingthat: (a) Seller is a municipal corporation validly existing and in good standing under the laws Each of the state in which it is Seller and the Subsidiaries has been duly organized and is validly existing as a corporation in good standing its state of incorporation, and has the corporate power and authority to own its properties and to conduct its business as presently conducted. Each of the Seller and the Subsidiaries is duly qualified to conduct do business in all of the jurisdictions any jurisdiction in which it operates;the failure to so qualify would have an adverse material impact upon such corporation. (b) Except for a possible claim by WMI based upon the WMI Agreement, Seller has represents and warrants that the Securities issued to or sold to Buyer are free and clear of any and all requisite power security interests, liens, claims, pledges, charges, options, commitments, restrictions or other encumbrances whatsoever (all such security interests, liens, claims, pledges, charges, options, commitments, restrictions or other encumbrances being referred to herein as "Liens"), and authority to enter into are validly issued, fully paid, non-assessable and free of preemptive rights. (c) As of the date of this Agreement, execute the authorized capital stock of the Seller consists of 35,000,000 shares of common stock, $.01 par value per share, and deliver 5,000,000 shares of preferred stock, $.01 par value per share, of which approximately 30.245 million shares of Seller's common stock and no shares of preferred stock are issued and outstanding. All of the Xxxx Seller's common stock which is issued and outstanding are validly issued, fully paid and nonassessable and free of Salepreemptive rights. Except as set forth on Schedule 4(c) attached hereto, undertake its obligations hereunder there are no issued and consummate outstanding options, warrants, convertible securities or other rights, agreements, arrangements or commitments obligating the Seller or any Subsidiary to issue or sell any shares of capital stock of the Seller or of any Subsidiary. Schedule 6(c) sets forth a list of all holders of options to purchase shares of capital stock of the Seller or any Subsidiary, the number of shares of capital stock of the Company or of any Subsidiary such options are exercisable for, and the exercise price per share for each option. No dividends have been declared with respect to any shares of the Seller's capital stock which have not been paid. (d) Seller directly owns 100% of the issued and outstanding capital stock of each of the Subsidiaries, other than Rye Creek, and Seller's wholly owned subsidiary, Trantex, owns 100% of the issued and outstanding capital stock of Rye Creek. None of the Subsidiaries is party to or bound by any contract, agreement or arrangement to issue, sell or otherwise dispose of or to register for sale or other disposition or to redeem, purchase or otherwise acquire any capital stock or any other security of such Subsidiary or any other security exercisable or exchangeable for or convertible into any capital stock or any other security of such Subsidiary. There is no outstanding right (including unexercised preemptive rights), option, warrant, or other right to subscribe for or purchase, or contract, agreement or arrangement with respect to, any capital stock or any other security of either Subsidiary or any other security exercisable or exchangeable for or convertible into any capital stock or any other security of either Subsidiary. (e) Other than with respect to any necessary shareholder action, Seller has taken all necessary corporate action which may be required (i) to authorize this Agreement and the transactions contemplated hereby; this Agreement constitutes(ii) to amend the Seller's Articles of Incorporation to increase the authorized capital stock of Seller from 40,000,000 shares, andto two hundred million authorized shares, as consisting of 190 million shares of common stock, par value $.01, and 10,000,000 shares of preferred stock, par value $.01; and (iii) to reserve common stock for the conversion by Buyer of the ClosingPreferred Stock and the Debentures. This Agreement has been duly executed and delivered by Seller and constitutes a legal, the Xxxx of Sale will constitute, the valid and legally binding obligations obligation of Seller, and are or will be enforceable Seller in accordance with their respective its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization reorganization, fraudulent conveyance or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally and or collection of debtors' obligations in general or by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law);principles. (cf) neither Except as set forth on Schedule 6(f), the execution and delivery of this Agreement or Agreement, and the Xxxx of Sale performance by the Seller, nor the consummation by the Seller of the transactions contemplated herebyherein, will constitute a violation ofnot (a) conflict with the provision of the Articles of Incorporation or Bylaws of the Seller or of any of the Subsidiaries, or be (b) result in conflict with, any violation of or constitute or create a default under, or result in permit the creation or imposition acceleration of any lienobligation under any material mortgage, security interestindenture, lease, agreement or other encumbrance upon any of the Assets underinstrument, any permit, concession, grant, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to date, any agreement or commitment to which the Seller is a party or by which the Seller or any of its Subsidiaries or their respect properties (includingor any material agreement or understanding between any administrative or regulatory authority, without limitationon the one hand, the Assets) is bound or to which and the Seller or any of the Subsidiaries on the other hand. (g) Rye Creek has fee simple title to approximately 46.5 acres of real property in Kirkville, Missouri, which is duly permitted for use as a landfill. Such title is merchantable and is insurable at standard rates, subject to only easements or covenants which will not have a material adverse impact upon the value of such properties real property. Said real property is subjectsubject to mortgages, or any statute or any judgmentdeeds of trust, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect the transactions security deeds or other agreements contemplated by this Agreement; (d) Seller Liens in an amount not exceeding $300,000. Except for a potential life estate interest of which Buyer is the sole lawful owner of the Assets and does not own the Assets through any other firmaware, corporationsaid real property is subject to no option, or other entity or pursuant to any partnershipagreement for sale, joint venture, lease or other agreement pursuant to which any party has the right to obtain title or arrangementpossession to said real property. The total liabilities of Rye Creek, as determined by generally accepted accounting principles, including long term and short term liabilities, trade debt, together with all contingent claims and liabilities which may be asserted against Rye Creek by virtue of its ownership of any property or its operations up through the date hereof, do not exceed $350,000. (h) WMG has good and clear record and marketable fee simple title to approximately 300 acres of real property in Rome, Georgia, a portion of which is in the Assetsprocess of being permitted for operation of a solid waste landfill. Such title is merchantable and is insurable at standard rates, andsubject to only easements or covenants which will not have a material adverse impact upon the value of such real property. Said real property is subject to mortgages, at Closingdeeds of trust, shall transfer security deeds or other Liens in an amount not exceeding $400,000. Said property is subject to Buyer a royalty of $_____ per ton of waste deposited on said real property. Said real property is subject to no option, agreement for sale, lease or other agreement pursuant to which any party has the right to obtain title or possession to said real property. The total liabilities of WMG, as determined by generally accepted accounting principles, including long term and short term liabilities and trade debt, together with all contingent claims and liabilities which may be asserted against Rye Creek by virtue of its ownership of any property, its operations or any agreement up through the Assetsdate hereof, does not exceed $450,000. (i) Rye Creek has entered into an Option Agreement, pursuant to which Rye Creek has the option to acquire approximately 850 acres of real property in and around the landfill site in Kirkville, Missouri, owned by Rye Creek (the "Rye Creek Option"). Rye Creek owns the Rye Creek Option free and clear of any leasesand all Liens, and said Rye Creek Option is fully assignable without the consent of any third party. Rye Creek has, or within three (3) days from the date of this Agreement will, deliver to Buyer a true, accurate and complete copy of the Rye Creek Option, together with any and all amendments. The Rye Creek Option is a valid agreement, fully enforceable against the owners of the real property described therein in accordance with its terms, and upon exercise thereof, will entitle Rye Creek to purchase such real property for the consideration stated in the Rye Creek Option. (j) WMSC has the right to acquire fee simple title to approximately 275 acres of real property in Allendale, South Carolina, which is permitted for use as a landfill. Such title is merchantable and is insurable at standard rates, subject only to easements or covenants which will not have a material adverse impact upon the value of such real property. Said real property is subject to mortgages, pledges, liensdeeds of trust, security interestsdeeds or other Liens in an amount not exceeding $5,700,000. Said real property is subject to no option, conditional sales agreementsagreement for sale, consignmentslease, or other agreement pursuant to which any party has the right to obtain title to said real property or possession of said real property. The total liabilities of WMSC, as determined by generally accepted accounting principles, including long term and other charges short term liabilities and encumbrances trade debt, together with all contingent claims and liabilities which may be asserted against Rye Creek by virtue of its ownership of any kind property, its operations or character; (e) Upon receipt of all regulatory authorizations required to be obtained by Seller pursuant to Section 1.7 of Article I of this Agreement, Seller holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise required to perform its obligations under this Agreement; the conveyance of the Assets to Buyer will not render any of the Warranties (as defined hereafter) void or voidable; Buyer shall have the benefit of all of Seller’s rights in and to the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before agreement up through the date hereof;, does not exceed $5,700,000.

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer that makes the following statements are true, correct representations and complete warranties to Buyers as of the execution date of this Agreement and as of the date of the ClosingEffective Date: (a) Each of the Seller Parties is a municipal corporation or limited liability company duly organized and validly existing and in good standing under the laws of its respective state of incorporation or organization and is qualified to do business in the state in State of California, and has the legal power and authority to own or lease its properties, to carry on its business as now being conducted and to enter into this Agreement and the Ancillary Documents to which it is organized a party, and is in good standing to carry out the transactions contemplated hereby and is duly qualified thereby and to conduct business in perform and carry out all of the jurisdictions in covenants and obligations on its part to be performed under and pursuant to this Agreement and any Ancillary Documents to which it operates;is a party. (b) Each Seller Party has taken all requisite power corporate or limited liability company action required to authorize the execution, delivery, and authority performance of this Agreement and all Ancillary Documents requiring execution by such Seller Party, and such Seller Party has delivered to enter into Buyers (i) copies of all resolutions and other documents evidencing such corporate or limited liability company actions, certified by an authorized representative of such Seller Party as being true, correct, and complete, and (ii) an incumbency certificate signed by the secretary of such Seller Party certifying as to the names and signatures of the authorized representatives of such Seller Party. (c) The execution, delivery and performance by each Seller Party of this AgreementAgreement and any Ancillary Documents to which it is a party have been duly authorized by all necessary organizational action, execute and deliver do not require any consent or approval other than those which have already been obtained. (d) The execution and delivery of this Agreement and all Ancillary Documents to which any Seller Party is a party, the Xxxx consummation of Salethe transactions contemplated hereby and thereby and the fulfillment of and compliance with the provisions of this Agreement and any Ancillary Documents to which any Seller Party is a party, undertake do not and will not conflict with or constitute a breach of or a default under, any of the terms, conditions or provisions of any Requirement of Law, or any organizational documents, agreement, deed of trust, mortgage, loan agreement, other evidence of indebtedness or any other agreement or instrument to which any Seller Party is a party or by which it or any of its property is bound, or result in a breach of or a default under any of the foregoing or result in or require the creation or imposition of any Lien upon any of the properties or assets of any Seller Party (except as contemplated hereby), and each Seller Party has obtained or shall use commercially reasonable efforts to timely obtain (and expects to obtain in due course) all Permits required for the performance of its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as operation of the ClosingFacility in accordance with the Requirements. (e) This Agreement and any Ancillary Documents to which any Seller Party is a party constitute the legal, the Xxxx of Sale will constitute, the valid and legally binding obligations obligation of Seller, and are or will be such Seller Party enforceable in accordance with their respective its terms, except as the such enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally and or by general equitable principles (principles, regardless of whether such enforceability is sought considered in a proceeding in equity or at law);. (cf) neither There is no pending or threatened action or proceeding affecting any Seller Party before any Governmental Authority, which purports to affect the execution and delivery legality, validity or enforceability of this Agreement or any Ancillary Documents. (g) None of the Xxxx Seller Parties is in violation of Sale by any Requirement of Law, which violations, individually or in the aggregate, would reasonably be expected to result in a material adverse effect on the business, assets, operations, condition (financial or otherwise) or prospects of any Seller Party, or the ability of any Seller Party to perform any of its obligations under this Agreement or any Ancillary Documents. (i) Seller is a Special Purpose Entity and (ii) the corporate organizational structure and ownership of Seller, nor the consummation by Upstream Equity Owner(s) up to the Seller Ultimate Parent Entity, and a list of the transactions contemplated herebyPrincipals of Seller, will constitute each Upstream Equity Owner and the Ultimate Parent Entity, as of the Effective Date, is set forth on Schedule 11.2(h) and as of the date of each update to Schedule 11.2(h) (as provided in Section 11.6), Schedule 11.2(h) (as then updated) sets forth the corporate organizational structure and ownership of Seller and each Upstream Equity Owner, and the Principals of Seller, each Upstream Equity Owner and the Ultimate Parent Entity. (i) The Seller Parties have (i) not entered into this Agreement or any Ancillary Document to which they are a violation ofparty with the actual intent to hinder, delay or defraud any creditor, and (ii) received reasonably equivalent value in exchange for its obligations under this Agreement and any Ancillary Document to which they are a party. No petition in bankruptcy has been filed against any Seller Party (other than petitions that have been dismissed within 60 days after filing), and no Seller Party nor any of their respective constituent Persons have ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for its benefit as a debtor. (j) The Permits required to maintain or operate the Facility in accordance with the Requirements have been or are reasonably expected to be in conflict with, or constitute or create a default under, or result timely obtained in the creation or imposition ordinary course of business, and Seller is in compliance with any lienmitigation plans, security interestmonitoring programs, or other encumbrance upon requirements associated with any of the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to date, any agreement or commitment to which the Seller is a party or by which the Seller or any of its properties (including, without limitation, the Assets) is bound or to which the Seller or any of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect the transactions or other agreements contemplated by this Agreement;Permits. (dk) Tax returns and reports of each Seller is the sole lawful owner of the Assets and does not own the Assets through any other firm, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title to the Assets, and, at Closing, shall transfer to Buyer title to all of the Assets, free and clear of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind or character; (e) Upon receipt of all regulatory authorizations Party required to be obtained filed by it have been timely filed, and all Taxes shown on such Tax returns to be due and payable and all assessments, fees and other governmental charges upon each Seller Party and upon its properties, assets, income, business and franchises that are due and payable have been paid when due and payable. Xxxxxx knows of no proposed Tax assessment against it that is not being actively contested by it in good faith and by appropriate proceeding. (l) Seller owns or possesses or will acquire all patents, rights to patents, trademarks, copyrights and licenses necessary for the performance by Seller pursuant to Section 1.7 of Article I of this Agreement, Seller holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise required to perform its obligations under this Agreement; , and Seller’s use thereof does not infringe on the conveyance intellectual property rights of third parties. (m) Seller has not assigned, transferred, conveyed, encumbered, sold or otherwise disposed of the Assets to Buyer will not render any Products except as provided herein. (n) All of the Warranties assumptions made in the Non-Consolidation Opinion, including any exhibits attached thereto, are true and correct, and Seller has complied or will comply after the date hereof with all of the assumptions made with respect to Seller in the Non-Consolidation Opinion. (as defined hereaftero) void Seller’s or voidable; Buyer its Affiliate’s agents and representatives have visited, inspected and become familiar with the Site and its physical condition relevant to the obligations of Seller pursuant to this Agreement, including roads, utilities, air and water quality conditions. Seller is familiar with all local and other conditions that may be material to Seller’s performance of its obligations under this Agreement (including transportation, seasons and climate, access, weather, handling and storage of materials and equipment, and availability and quality of labor and utilities). Seller has determined that the Site constitutes an acceptable and suitable site for operation of the Facility in accordance herewith. At all times after the Effective Date, Seller shall have Site Control. Seller shall provide Buyer with prompt notice of any change in the benefit of all status of Seller’s rights in and Site Control. Seller shall not take any action or permit any action to be taken at or with respect to the Warranties Site that has a material adverse effect upon transfer the Facility or the generating capability of the Assets to BuyerFacility. (p) Seller is (i) an “eligible contract participant” as defined in the Commodity Exchange Act, as amended, 7 U.S.C. Section 1a(18); (ii) a producer, processor, or commercial user of, or a merchant handling, the commodity that is the subject of this Agreement, or the products or byproducts thereof; and Seller has provided true, accurate, and complete originals or copies of the Warranties (iii) entering into this Agreement solely for purposes related to Buyer on or before the date hereof;its business as such.

REPRESENTATIONS AND WARRANTIES OF SELLER. (a) Seller hereby represents and warrants to Buyer that the following statements are true, correct and complete as of the execution date of this Agreement and Depositor as of the date of the Closinghereof, as follows: (ai) Seller is a municipal corporation duly organized and is validly existing and as a corporation in good standing under the laws of the state in which it is organized State of Delaware. Seller has conducted and is in good standing and is duly qualified conducting its business so as to conduct business comply in all material respects with all applicable statutes and regulations of regulatory bodies or agencies having jurisdiction over it, except where the jurisdictions in failure so to comply would not have a materially adverse effect on the performance by Seller of this Agreement, and there is no charge, action, suit or proceeding before or by any court, regulatory authority or governmental agency or body pending or, to the knowledge of Seller, threatened, which it operates;is reasonably likely to materially and adversely affect the performance by Seller of this Agreement or the consummation of transactions contemplated by this Agreement. (bii) Seller has all requisite power the full power, authority and authority legal right to enter into this Agreementhold, transfer and convey the Mortgage Loans owned by it and to execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes(and all agreements and documents executed and delivered by Seller in connection herewith) and to perform all transactions of Seller contemplated by this Agreement (and all agreements and documents executed and delivered by Seller in connection herewith). Seller has duly authorized the execution, anddelivery and performance of this Agreement (and all agreements and documents executed and delivered by Seller in connection herewith), as of and has duly executed and delivered this Agreement (and all agreements and documents executed and delivered by Seller in connection herewith). This Agreement (and each agreement and document executed and delivered by Seller in connection herewith), assuming due authorization, execution and delivery thereof by each other party thereto, constitutes the Closinglegal, the Xxxx of Sale will constitute, the valid and legally binding obligations obligation of Seller, and are or will be Seller enforceable in accordance with their respective its terms, except as the enforceability thereof such enforcement may be limited by applicable bankruptcy, fraudulent transfer, insolvency, reorganization reorganization, receivership, moratorium or other similar laws relating to or affecting creditors’ the rights generally and of creditors generally, by general equitable principles of equity (regardless of whether enforceability such enforcement is sought considered in a proceeding in equity or at law);) and by considerations of public policy. (ciii) neither Neither the execution execution, delivery and delivery performance of this Agreement, nor the fulfillment of or compliance with the terms and conditions of this Agreement by Seller, will (A) conflict with or result in a breach of any of the terms, conditions or provisions of Seller's articles or certificate of incorporation and bylaws or similar type organizational documents, as applicable; (B) conflict with, result in a breach of, or constitute a default or result in an acceleration under, any agreement or instrument to which Seller is now a party or by which it (or any of its properties) is bound if compliance therewith is necessary (1) to ensure the enforceability of this Agreement or (2) for Seller to perform its duties and obligations under this Agreement (or any agreement or document executed and delivered by Seller in connection herewith); (C) conflict with or result in a breach of any legal restriction if compliance therewith is necessary (1) to ensure the Xxxx enforceability of Sale this Agreement or (2) for Seller to perform its duties and obligations under this Agreement (or any agreement or document executed and delivered by Seller in connection herewith); (D) result in the Sellerviolation of any law, nor rule, regulation, order, judgment or decree to which Seller or its property is subject if compliance therewith is necessary (1) to ensure the consummation enforceability of this Agreement or (2) for Seller to perform its duties and obligations under this Agreement (or any agreement or document executed and delivered by the Seller of the transactions contemplated hereby, will constitute a violation of, in connection herewith); or be in conflict with, or constitute or create a default under, or (E) result in the creation or imposition of any lien, security interest, charge or other encumbrance that would have a material adverse effect upon any of the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended 's ability to date, perform its duties and obligations under this Agreement (or any agreement or commitment document executed and delivered by Seller in connection herewith), or materially impair the ability of Depositor to realize on the Mortgage Loans owned by Seller. (iv) Seller is solvent and the sale of the Mortgage Loans (1) will not cause Seller to become insolvent and (2) is not intended by Seller to hinder, delay or defraud any of its present or future creditors. After giving effect to its transfer of the Mortgage Loans, as provided herein, the value of Seller's assets, either taken at their present fair saleable value or at fair valuation, will exceed the amount of Seller's debts and obligations, including contingent and unliquidated debts and obligations of Seller, and Seller will not be left with unreasonably small assets or capital with which to engage in and conduct its business. Seller does not intend to, and does not believe that it will, incur debts or obligations beyond its ability to pay such debts and obligations as they mature. No proceedings looking toward liquidation, dissolution or bankruptcy of Seller are pending or contemplated. (v) No consent, approval, authorization or order of, or registration or filing with, or notice to, any court or governmental agency or body having jurisdiction or regulatory authority over Seller is required for (A) Seller's execution, delivery and performance of this Agreement (or any agreement or document executed and delivered by Seller in connection herewith), (B) Seller's transfer and assignment of the Mortgage Loans, or (C) the consummation by Seller of the transactions contemplated by this Agreement (or any agreement or document executed and delivered by Seller in connection herewith) or, to the extent so required, such consent, approval, authorization, order, registration, filing or notice has been obtained, made or given (as applicable), except for the filing or recording of assignments and other Mortgage Loan Documents contemplated by the terms of this Agreement and except that Seller may not be duly qualified to transact business as a foreign corporation or licensed in one or more states if such qualification or licensing is not necessary to ensure the enforceability of this Agreement (or any agreement or document executed and delivered by Seller in connection herewith). (vi) In connection with its sale of the Mortgage Loans, Seller is receiving new value. The consideration received by Seller upon the sale of the Mortgage Loans owned by it constitutes at least fair consideration and reasonably equivalent value for the Mortgage Loans. (vii) Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant of Seller contained in this Agreement (or any agreement or document executed and delivered by Seller in connection herewith). (viii) There are no actions, suits or proceedings pending or, to Seller's knowledge, threatened in writing against Seller which are reasonably likely to draw into question the validity of this Agreement (or any agreement or document executed and delivered by Seller in connection herewith) or which, either in any one instance or in the aggregate, are reasonably likely to materially impair the ability of Seller to perform its duties and obligations under this Agreement (or any agreement or document executed and delivered by Seller in connection herewith). (ix) Seller's performance of its duties and obligations under this Agreement (and each agreement or document executed and delivered by Seller in connection herewith) is in the ordinary course of business of Seller and Seller's transfer, assignment and conveyance of the Mortgage Loans pursuant to this Agreement are not subject to the bulk transfer or similar statutory provisions in effect in any applicable jurisdiction. The Mortgage Loans do not constitute all or substantially all of Seller's assets. (x) Seller has not dealt with any Person that may be entitled, by reason of any act or omission of Seller, to any commission or compensation in connection with the sale of the Mortgage Loans to Depositor hereunder except for (A) the reimbursement of expenses as described herein or otherwise in connection with the transactions described in Section 2 hereof and (B) the commissions or compensation owed to the Underwriters or the Initial Purchaser. (xi) Seller is not in default or breach of any agreement or instrument to which the Seller is now a party or by which the Seller it (or any of its properties (including, without limitation, the Assetsproperties) is bound which breach or to which the Seller or any of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way default would materially and adversely affect the transactions or other agreements contemplated by this Agreement; (d) ability of Seller is the sole lawful owner of the Assets and does not own the Assets through any other firm, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title to the Assets, and, at Closing, shall transfer to Buyer title to all of the Assets, free and clear of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind or character; (e) Upon receipt of all regulatory authorizations required to be obtained by Seller pursuant to Section 1.7 of Article I of this Agreement, Seller holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise required to perform its obligations under this Agreement; . (xii) The representations and warranties contained in Exhibit A hereto, subject to the conveyance exceptions to such representations and warranties set forth on Schedule V hereto, are true and correct in all material respects as of the Assets date hereof with respect to Buyer will not render any the Mortgage Loans identified on Schedule II. (b) Seller hereby agrees that it shall be deemed to make, as of the Warranties (as defined hereafter) void or voidable; Buyer shall have date of substitution, to and for the benefit of all the Trustee as the holder of Seller’s rights the Mortgage Loan to be replaced, with respect to any replacement mortgage loan (a "Replacement Mortgage Loan") that is substituted for a Mortgage Loan affected by a Material Defect or a Material Breach, pursuant to Section 7 of this Agreement, each of the representations and warranties set forth in and Exhibit A hereto (references therein to "Closing Date" being deemed to be references to the Warranties upon transfer "date of substitution" and references therein to "Cut-off Date" being deemed to be references to the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of "most recent due date for the Warranties to Buyer subject Replacement Mortgage Loan on or before the date hereof;of substitution"). From and after the date of substitution, each Replacement Mortgage Loan, if any, shall be deemed to constitute a "Mortgage Loan" hereunder for all purposes.

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller hereby represents and warrants to the Buyer that the following statements are true, correct that: 3.1.1. This Agreement constitutes a valid and complete as legally binding agreement and obligation of the Seller in accordance with its terms. 3.1.2. The Seller is the legal and beneficial owner of the Holder Shares identified on the Seller’s Counterpart Signature Page immediately prior to and at the Closing, and has good and marketable title to the Holder Shares, free and clear of any and all options, rights of first refusal, rights of first offer, drag-along rights, tag-along rights, voting rights or restrictions, proxies, pre-emptive rights, claims, mortgages, pledges, hypothecations, assessments, security interests, liens (statutory or other), levies, charges, conditional sale contracts, title retention contracts, or other encumbrance of any kind whatsoever, or other contract to give any of the foregoing (all of the foregoing, collectively, “Encumbrances”), and pursuant to this Agreement upon Closing, the Buyer is acquiring all right, title and interest in the Holder Shares, free and clear of all Encumbrances, claims and equities of every kind, except as created by this Agreement. 3.1.3. No authorization, consent or approval or other order or action of or filing or registration with any court, administrative agency, or other governmental or regulatory body or authority is required for the execution date and delivery by such Seller of this Agreement and as or such Seller’s consummation of the date of the Closing: (a) Seller is a municipal corporation validly existing and in good standing under the laws of the state in which it is organized and is in good standing and is duly qualified to conduct business in all of the jurisdictions in which it operates; (b) Seller has all requisite power and authority to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constituteshas been duly and validly executed and delivered by such Seller and constitutes the valid and binding obligation of such Seller, andenforceable in accordance with its terms, except as limited by bankruptcy, reorganization, insolvency, moratorium and similar laws presently or hereafter in effect affecting the enforcement of creditors’ rights generally; and delivery of such Seller’s Holder Shares in accordance with this Agreement will vest good title to such Holder Shares being in the Buyer, free and clear of all security interests, liens, encumbrances, claims and equities of every kind other than restrictions on disposition contained in applicable federal and state securities laws or restrictions to which the Buyer is subject other than as a result of such Seller’s actions. 3.1.4. To the best of the knowledge, information and belief of the Seller there are no circumstances that may result in any material adverse effect to the Company or the value of the Holder Shares as of the Closing Date; 3.1.5. As of the Closing Date the Seller shall not be indebted to the Company and the Company shall not be indebted to the Seller. 3.1.6. The authorized capital of the Company consists of 100,000,000 shares of Common Stock, par value $0.001, of which a total of 42,191,480 shares of the Common Stock have been validly issued, are outstanding and are fully paid and non-assessable; 3.1.7. As of the Closing, the Xxxx liabilities of Sale will constitutethe Company whether accrued, the valid and legally binding obligations of Seller, and are contingent or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization otherwise (including any rent or other similar laws affecting creditors’ rights generally expenses, if any), shall be less than $150.00; and by general equitable principles (regardless the Seller will pay any outstanding liability of whether enforceability is sought in a proceeding in equity or law)the Company with the Purchase Price; (c) neither 3.1.8. To the execution and delivery of this Agreement or the Xxxx of Sale by the Seller, nor the consummation by the Seller best of the transactions contemplated herebyknowledge, will constitute a violation of, or be in conflict with, or constitute or create a default under, or result in the creation or imposition of any lien, security interest, or other encumbrance upon any of the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents information and belief of the Seller, each the Company has filed all reports required to be filed by it under the United States Securities Act of 1933, as amended and the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), including pursuant to dateSection 13(a) or 15(d) of the Exchange Act, (the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any agreement such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended and the Exchange Act and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or commitment omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing; 3.1.9. Contemporaneously herewith, the Seller is as a party or by which director shall appoint a representative of the Buyer to the Board of Directors and to be the executive officers of the Company, to be effective on January 5, 2018; 3.1.10. The Seller or any shall tender the resignation from all his officer positions with the Company and the sole director of its properties (includingthe Company, without limitationto be effective on January 5, 2018; 3.1.11. The Seller agrees to execute and deliver such other documents and to perform such other acts as shall be necessary to effectuate the Assets) is bound or to which the Seller or any purposes of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect the transactions or other agreements contemplated by this Agreement; (d) Seller is the sole lawful owner 3.1.12. As of the Assets and does not own Closing Date, to the Assets through knowledge of the Seller, there are no claims threatened or against or affecting the Company nor are there any other firmactions, corporationsuits, judgments, proceedings or investigations pending or, threatened against or affecting the Company, at law or in equity, before or by any Court, administrative agency or other entity tribunal or pursuant to any partnership, joint venture, governmental authority or other agreement or arrangement, any legal basis for same; and 3.1.13. The Company has good filed all required tax returns and clear record and marketable title to paid the Assets, and, at Closing, shall transfer to Buyer title to all of the Assets, free and clear of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind or character; (e) Upon receipt of all regulatory authorizations required to be obtained by Seller pursuant to Section 1.7 of Article I of this Agreement, Seller holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise required to perform its obligations under this Agreement; the conveyance of the Assets to Buyer will not render any of the Warranties (as defined hereafter) void or voidable; Buyer shall have the benefit of all of Seller’s rights applicable taxes in and to the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereof;full.

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer that the following statements are true, correct and complete as of the execution date of this Agreement hereof and as of the date of the ClosingClosing Date that: (a) Seller is a municipal corporation duly organized and validly existing and in good standing under the laws of the state in which it is organized State of Delaware, has full power and is in good standing authority to carry out and is consummate all transactions contemplated by this Agreement, and has duly qualified authorized the taking of any and all actions necessary to conduct business in all of carry out and consummate the jurisdictions in which it operatestransactions contemplated or to be performed on its part by this Agreement; (b) Seller has all requisite power and authority to enter into this AgreementUpon execution by Seller, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutesand all documents to be executed in connection herewith by Seller will constitute the legal, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Seller, and are or will be enforceable against Seller in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither The person(s) who have executed this Agreement on behalf of Buyer are duly authorized so to do; (d) There are no suits, actions, proceedings or investigations pending or threatened against or involving Seller before any court, arbiter, administrative or governmental body which might reasonably result in a material adverse change in Seller's ability to close the execution transaction contemplated by this Agreement; and (e) Seller is not, and the authorization, execution, delivery and performance of this Agreement or and the Xxxx of Sale by the Sellerdocuments, nor the consummation by the Seller of the transactions contemplated hereby, instruments and agreements provided for herein will constitute a violation of, or be in conflict with, or constitute or create a default under, or not result in the creation any breach of or imposition of default under any lienother document, security interest, instrument or other encumbrance upon any of the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to date, any agreement or commitment to which the Seller is a party or by which the Seller Seller, or any of its properties (includingSeller's property, without limitationis subject or bound. The authorization, the Assets) is bound execution, delivery and performance of this Agreement will not violate any applicable law, statute, regulation, rule, ordinance, code or to which the Seller or any of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way affect the transactions or other agreements contemplated by this Agreement;. (df) Seller is not a "foreign corporation," "foreign partnership," "foreign limited liability company," "foreign trust," or "foreign estate" as those terms are defined in the sole lawful owner of Internal Revenue Code and the Assets and does not own the Assets through any other firm, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title to the Assets, and, at Closing, shall transfer to Buyer title to all of the Assets, free and clear of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind or characterregulations promulgated thereunder; (e) Upon receipt of all regulatory authorizations required to be obtained by Seller pursuant to Section 1.7 of Article I of this Agreement, Seller holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise required to perform its obligations under this Agreement; the conveyance of the Assets to Buyer will not render any of the Warranties (as defined hereafter) void or voidable; Buyer shall have the benefit of all of Seller’s rights in and to the Warranties upon transfer of the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereof;

REPRESENTATIONS AND WARRANTIES OF SELLER. (a) Seller hereby represents and warrants to Buyer that the following statements are true, correct and complete as of the execution date of this Agreement and Depositor as of the date of the Closinghereof, as follows: (ai) Seller is a municipal corporation duly organized and is validly existing and as a national banking association in good standing under the laws of the state in which it is organized United States of America. Seller has conducted and is in good standing and is duly qualified conducting its business so as to conduct business comply in all material respects with all applicable statutes and regulations of regulatory bodies or agencies having jurisdiction over it, except where the jurisdictions in failure so to comply would not have a materially adverse effect on the performance by Seller of this Agreement, and there is no charge, investigation, action, suit or proceeding before or by any court, regulatory authority or governmental agency or body pending or, to the knowledge of Seller, threatened, which it operates;is reasonably likely to materially and adversely affect the performance by Seller of this Agreement or the consummation of transactions contemplated by this Agreement. (bii) Seller has all requisite power the full power, authority and authority legal right to enter into this Agreementhold, transfer and convey the Mortgage Loans owned by it and to execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes(and all agreements and documents executed and delivered by Seller in connection herewith) and to perform all transactions of Seller contemplated by this Agreement (and all agreements and documents executed and delivered by Seller in connection herewith). Seller has duly authorized the execution, anddelivery and performance of this Agreement (and all agreements and documents executed and delivered by Seller in connection herewith), as of and has duly executed and delivered this Agreement (and all agreements and documents executed and delivered by Seller in connection herewith). This Agreement (and each agreement and document executed and delivered by Seller in connection herewith), assuming due authorization, execution and delivery thereof by each other party thereto, constitutes the Closinglegal, the Xxxx of Sale will constitute, the valid and legally binding obligations obligation of Seller, and are or will be Seller enforceable in accordance with their respective its terms, except as the enforceability thereof such enforcement may be limited by applicable bankruptcy, fraudulent transfer, insolvency, reorganization reorganization, receivership, moratorium or other similar laws relating to or affecting creditors’ the rights generally and of creditors generally, by general equitable principles of equity (regardless of whether enforceability such enforcement is sought considered in a proceeding in equity or at law);) and by considerations of public policy. (ciii) neither Neither the execution execution, delivery and delivery performance of this Agreement, nor the fulfillment of or compliance with the terms and conditions of this Agreement by Seller, will (A) conflict with or result in a breach of any of the terms, conditions or provisions of Seller's organizational documents; (B) conflict with, result in a breach of, or constitute a default or result in an acceleration under, any agreement or instrument to which Seller is now a party or by which it (or any of its properties) is bound if compliance therewith is necessary (1) to ensure the enforceability of this Agreement or (2) for Seller to perform its duties and obligations under this Agreement (or any agreement or document executed and delivered by Seller in connection herewith); (C) conflict with or result in a breach of any legal restriction if compliance therewith is necessary (1) to ensure the Xxxx enforceability of Sale this Agreement or (2) for Seller to perform its duties and obligations under this Agreement (or any agreement or document executed and delivered by Seller in connection herewith); (D) result in the Sellerviolation of any law, nor rule, regulation, order, judgment or decree to which Seller or its property is subject if compliance therewith is necessary (1) to ensure the consummation enforceability of this Agreement or (2) for Seller to perform its duties and obligations under this Agreement (or any agreement or document executed and delivered by the Seller of the transactions contemplated hereby, will constitute a violation of, in connection herewith); or be in conflict with, or constitute or create a default under, or (E) result in the creation or imposition of any lien, security interest, charge or other encumbrance that would have a material adverse effect upon any of the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended 's ability to date, perform its duties and obligations under this Agreement (or any agreement or commitment document executed and delivered by Seller in connection herewith), or materially impair the ability of the Depositor to realize on the Mortgage Loans owned by Seller. (iv) Seller is solvent and the sale of the Mortgage Loans (1) will not cause Seller to become insolvent and (2) is not intended by Seller to hinder, delay or defraud any of its present or future creditors. After giving effect to its transfer of the Mortgage Loans, as provided herein, the value of Seller's assets, either taken at their present fair saleable value or at fair valuation, will exceed the amount of Seller's debts and obligations, including contingent and unliquidated debts and obligations of Seller, and Seller will not be left with unreasonably small assets or capital with which to engage in and conduct its business. Seller does not intend to, and does not believe that it will, incur debts or obligations beyond its ability to pay such debts and obligations as they mature. No proceedings looking toward liquidation, dissolution or bankruptcy of the Seller are pending or contemplated. (v) No consent, approval, authorization or order of, or registration or filing with, or notice to, any court or governmental agency or body having jurisdiction or regulatory authority over Seller is required for (A) Seller's execution, delivery and performance of this Agreement (or any agreement or document executed and delivered by Seller in connection herewith), (B) Seller's transfer and assignment of the Mortgage Loans, or (C) the consummation by Seller of the transactions contemplated by this Agreement (or any agreement or document executed and delivered by Seller in connection herewith) or, to the extent so required, such consent, approval, authorization, order, registration, filing or notice has been obtained, made or given (as applicable), except for the filing or recording of assignments and other Mortgage Loan Documents contemplated by the terms of this Agreement and except that Seller may not be duly qualified to transact business as a foreign corporation or licensed in one or more states if such qualification or licensing is not necessary to ensure the enforceability of this Agreement (or any agreement or document executed and delivered by Seller in connection herewith). (vi) In connection with its sale of the Mortgage Loans, Seller is receiving new value. The consideration received by Seller upon the sale of the Mortgage Loans owned by it constitutes at least fair consideration and reasonably equivalent value for the Mortgage Loans. (vii) Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant of Seller contained in this Agreement (or any agreement or document executed and delivered by Seller in connection herewith). (viii) There are no actions, suits or proceedings pending or, to Seller's knowledge, threatened in writing against Seller which are reasonably likely to draw into question the validity of this Agreement (or any agreement or document executed and delivered by Seller in connection herewith) or which, either in any one instance or in the aggregate, are reasonably likely to materially impair the ability of Seller to perform its duties and obligations under this Agreement (or any agreement or document executed and delivered by Seller in connection herewith). (ix) Seller's performance of its duties and obligations under this Agreement (and each agreement or document executed and delivered by Seller in connection herewith) is in the ordinary course of business of Seller and Seller's transfer, assignment and conveyance of the Mortgage Loans pursuant to this Agreement are not subject to the bulk transfer or similar statutory provisions in effect in any applicable jurisdiction. The Mortgage Loans do not constitute all or substantially all of Seller's assets. (x) Seller has not dealt with any Person that may be entitled, by reason of any act or omission of Seller, to any commission or compensation in connection with the sale of the Mortgage Loans to the Depositor hereunder except for (A) the reimbursement of expenses as described herein or otherwise in connection with the transactions described in Section 2 hereof and (B) the commissions or compensation owed to the Underwriters or the Initial Purchaser. (xi) Seller is not in default or breach of any agreement or instrument to which the Seller is now a party or by which the Seller it (or any of its properties (including, without limitation, the Assetsproperties) is bound which breach or to which the Seller or any of such properties is subject, or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; no third party has any right of first refusal or any non-competition agreement with Seller which could in any way default would materially and adversely affect the transactions or other agreements contemplated by this Agreement; (d) ability of Seller is the sole lawful owner of the Assets and does not own the Assets through any other firm, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title to the Assets, and, at Closing, shall transfer to Buyer title to all of the Assets, free and clear of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind or character; (e) Upon receipt of all regulatory authorizations required to be obtained by Seller pursuant to Section 1.7 of Article I of this Agreement, Seller holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise required to perform its obligations under this Agreement; . (xii) The representations and warranties contained in Exhibit A hereto, subject to the conveyance exceptions set forth in the Exception Report, are true and correct in all material respects as of the Assets date hereof (or, in each case, as of such other date specifically set forth in the subject representation and warranty) with respect to Buyer will not render the Mortgage Loans identified on Schedule II. (xiii) The information set forth in any of the Warranties Disclosure Information (as defined hereafterin the KeyBank Indemnification Agreement), as last forwarded to each prospective investor at or prior to the date on which a contract for sale was entered into with such prospective investor, (i) void does not contain any untrue statement of a material fact or voidableomit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) complies with the requirements of and contains all of the applicable information required by Regulation AB (as defined in the KeyBank Indemnification Agreement); Buyer but only to the extent that (i) such information regards the Mortgage Loans and is contained in the Loan Detail (as defined in the KeyBank Indemnification Agreement) or, to the extent consistent therewith, the Diskette (as defined in the KeyBank Indemnification Agreement) or (ii) such information regarding the Seller or the Mortgage Loans was contained in the Confidential Offering Circular or the Prospectus Supplement under the headings "Summary of Prospectus Supplement--Relevant Parties/Entities--Sponsors and Mortgage Loan Sellers," "Summary of Prospectus Supplement--Relevant Parties/Entities--Originators," "Summary of Prospectus Supplement--The Underlying Mortgage Loans--Source of the Underlying Mortgage Loans," "Risk Factors," "Description of the Sponsors and Mortgage Loan Sellers" and "Description of the Underlying Mortgage Loans--Significant Mortgage Loans" and such information does not represent an incorrect restatement or an incorrect aggregation of correct information regarding the Mortgage Loans contained in the Loan Detail. (b) The Seller hereby agrees that it shall have be deemed to make, as of the date of substitution, to and for the benefit of all the Trustee as the holder of Seller’s rights the Mortgage Loan to be replaced, with respect to any replacement mortgage loan (a "Replacement Mortgage Loan") that is substituted for a Mortgage Loan affected by a Material Document Defect or a Material Breach, pursuant to Section 7 of this Agreement, each of the representations and warranties set forth in and Exhibit A hereto (subject to exceptions disclosed at such time) (references therein to "Closing Date" being deemed to be references to the Warranties upon transfer "date of substitution" and references therein to "Cut-off Date" being deemed to be references to the Assets to Buyer; and Seller has provided true, accurate, and complete originals or copies of "most recent due date for the Warranties to Buyer subject Replacement Mortgage Loan on or before the date hereof;of substitution"). From and after the date of substitution, each Replacement Mortgage Loan, if any, shall be deemed to constitute a "Mortgage Loan" hereunder for all purposes.

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer that the following statements are true, correct and complete Purchaser as of the execution date of this Agreement and Closing Date, as of the date of the Closingfollows: (a) Seller is a municipal corporation validly existing and in good standing under the laws of the state in which it is organized and is in good standing and is duly qualified to conduct business in all of the jurisdictions in which it operates; (bA) Seller has valid and marketable title to the Common Shares and has the legal right and power, and all requisite authorizations and approvals required by law or otherwise, to execute this Agreement, to sell, transfer and deliver the Common Shares and to perform its other obligations hereunder. (B) Delivery of the Common Shares will pass marketable title to the Common Shares to Purchaser, free and clear of any security interests, claims, liens or other encumbrances whatsoever. (C) Seller has the relevant entity power and authority to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake this Agreement and to perform its obligations hereunder and consummate has taken all actions necessary to authorize the execution and delivery of the Agreement, the performance of Seller’s obligations hereunder, and the consummation of the transactions contemplated hereby; this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Seller, and are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law);herein. (cD) neither the The execution and delivery of this Agreement or the Xxxx of Sale by the Seller, nor and the consummation by the Seller of the transactions contemplated herebyherein will not (i) conflict with, will constitute result in a breach or violation of any of the terms or provisions of, or be in conflict with, constitute (or constitute with due notice or create lapse of time or both would constitute) a default under, or result in the creation give rise to any right of termination, acceleration or imposition of any lien, security interest, or other encumbrance upon any of the Assets cancellation under, any applicable charterindenture, certificate agreement, contract, license, arrangement, understanding, evidence of incorporationindebtedness, bylawsnote, operating agreement and/or similar organizational documents of the Seller, each as amended to date, any agreement lease or commitment other instrument to which the Seller is a party or by which the Seller or any of its properties is bound, (includingii) result in the violation of any statute, without limitation, the Assets) is bound or to which the Seller or any of such properties is subject, or any statute or any judgment, decreelaw, order, rule or regulation or rule applicable to Seller of any court or governmental authority; no third party has of any right of first refusal regulatory body or any non-competition agreement with Seller which could in any way affect the transactions administrative agency or other agreements contemplated by this Agreement;governmental body having jurisdiction, or (iii) require any consent, approval, notification, waiver or other similar action from any third party. (dE) (i) Seller is an “accredited investor” within the sole lawful owner meaning of Rule 501 of Regulation D under the Securities Act; (ii) Seller has received or has had full access to all the information it considers necessary or appropriate to make an informed decision with respect to the Company and the sale of the Assets and does not own the Assets through any other firm, corporation, or other entity or pursuant Common Shares to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title to the Assets, and, at Closing, shall transfer to Buyer title to all of the Assets, free and clear of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind or character; (e) Upon receipt of all regulatory authorizations required to be obtained by Seller pursuant to Section 1.7 of Article I of this Agreement, Seller holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise required to perform its obligations Purchaser under this Agreement; and (iii) Seller has had an opportunity to ask questions and receive answers regarding the conveyance of the Assets to Buyer will not render any of the Warranties (as defined hereafter) void or voidable; Buyer shall have the benefit of all of Seller’s rights in Company and to the Warranties upon transfer of the Assets obtain additional information necessary to Buyer; and verify any information furnished to Seller has provided true, accurate, and complete originals or copies of the Warranties to Buyer on or before the date hereof;which Seller had access.

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller hereby represents represents, warrants and warrants covenants to Buyer the Purchaser that the following statements are true, correct and complete as of the execution date of this Agreement and Closing Date or as of the such date of the Closingspecifically provided herein: (a) The Seller is a municipal corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania and is or will be in compliance with the laws of each state in which it any Mortgaged Property is organized and is in good standing and is duly qualified located to conduct business in all the extent necessary to ensure the enforceability of the jurisdictions in which it operateseach Mortgage Loan; (b) The Seller has all requisite the power and authority to enter into make, execute, deliver and perform its obligations under this Agreement and all of the transactions contemplated under this Agreement, execute and deliver has taken all necessary corporate action to authorize the Xxxx execution, delivery and performance of Sale, undertake its obligations hereunder and consummate the transactions contemplated herebythis Agreement; this Agreement constitutesconstitutes a legal, and, as valid and binding obligation of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Seller, and are or will be enforceable against the Seller in accordance with their respective its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ ' rights generally in general and except as such enforceability may be limited by general equitable principles of equity (regardless of whether enforceability is sought considered in a proceeding at law or in equity equity) or law)by public policy with respect to indemnification under applicable securities laws; (c) neither the The execution and delivery of this Agreement or the Xxxx of Sale by the Seller, nor the consummation by the Seller and its performance and compliance with the terms of this Agreement will not violate the transactions contemplated hereby, will Seller's Certificate of Incorporation or Bylaws or constitute a violation ofmaterial default (or an event which, with notice or lapse of time, or be in conflict withboth, or would constitute or create a default material default) under, or result in the creation or imposition of material breach of, any lienmaterial contract, security interest, agreement or other encumbrance upon any of the Assets under, any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Seller, each as amended to date, any agreement or commitment instrument to which the Seller is a party or by which may be applicable to the Seller or any of its properties assets; (includingd) No litigation before any court, without limitationtribunal or governmental body is currently pending, nor to the Assets) is bound or to which knowledge of the Seller or is threatened against the Seller, nor is there any such litigation currently pending, nor to the knowledge of such properties is subject, or any statute or any judgment, decree, order, regulation or rule the Seller threatened against the Seller with respect to this Agreement that in the opinion of any court or governmental authority; no third party the Seller has any right a reasonable likelihood of first refusal or any non-competition agreement with Seller which could resulting in any way affect a material adverse effect on the transactions or other agreements contemplated by this Agreement; (de) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller is of or compliance by the sole lawful owner Seller with this Agreement, the sale of the Assets and does not own Mortgage Loans or the Assets through any other firm, corporation, or other entity or pursuant to any partnership, joint venture, or other agreement or arrangement, has good and clear record and marketable title to the Assets, and, at Closing, shall transfer to Buyer title to all consummation of the Assetstransactions contemplated by this Agreement except for consents, free approvals, authorizations and clear of any leases, mortgages, pledges, liens, security interests, conditional sales agreements, consignments, and other charges and encumbrances of any kind or characterorders which have been obtained; (ef) Upon receipt The consummation of all regulatory authorizations required to be obtained the transactions contemplated by this Agreement is in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to Section 1.7 of Article I of this Agreement, Agreement are not subject to bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction; (g) The Seller holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise required did not select such Mortgage Loans in a manner that it reasonably believed was adverse to perform its obligations under this Agreement; the conveyance interests of the Assets to Buyer Purchaser based on the Seller's portfolio of conventional non-conforming Mortgage Loans; (h) The Seller will not render any treat the sale of the Warranties (as defined hereafter) void or voidable; Buyer shall have the benefit of all of Seller’s rights in and Mortgage Loans to the Warranties upon transfer Purchaser as a sale for reporting and accounting purposes and, to the extent appropriate, for federal income tax purposes; (i) The Seller is an approved seller/servicer of residential mortgage loans for Fannie Mae and Freddie Mac. The Sexxxx xs in good xxxxxxng to sell mortgage loans to and service mortgage loans for Fannie Mae and Freddie Mac and no xxxxx has occuxxxx xhich would make the Assets Seller unable to Buyercomply with eligibility requirements or which would require notification to either Fannie Mae or Freddie Mac; and Seller has provided trueand (x) Xx xxitten statement, accurate, and complete originals report or copies of other document furnished or to be furnished pursuant to the Warranties to Buyer on Agreement contains or before the date hereof;will contain any statement that is or will be inaccurate or misleading in any material respect.