Common use of Representations and Warranties of the Issuer Clause in Contracts

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Placement Agent that: 2.1 The Issuer has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Nevada, has all requisite power and authority to enter into this Agreement and has all requisite power and authority to conduct its business as described in the Offering Circular. 2.2 This Agreement, when executed by the Issuer, will have been duly authorized and will be a valid and binding agreement of the Issuer, enforceable in accordance with its terms. 2.3 No defaults exist in the due performance or observance of any material obligation, term, covenant or condition of any agreement or instrument to which the Issuer is a party or by which it is bound. 2.4 Subject to Section 3.3, the Offering Circular does not include nor will it include, through the Offering Termination Date, any untrue statement of a material fact nor does it or will it omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. 2.5 No consent, approval, authorization or other order of any governmental authority is required in connection with the execution or delivery by the Issuer of this Agreement or the issuance and sale by the Issuer of the Securities, except such as may be required under the Securities Act or applicable state securities laws. 2.6 At the time of the issuance of the Securities, the Securities will have been duly authorized and validly issued, and upon payment therefor, will be fully paid and nonassessable and will conform to the description thereof contained in the Offering Circular. 2.7 As of the Effective Date and at the time of any sale of the Securities (collectively, the “Applicable Date”), that none of the Issuer, its members, executive officers, directors, general partners, managing members or officers participating in the Offering or persons who own 20% or more of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent in writing of the fact which makes the representation or warranty untrue or incorrect.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to to, and agrees with the Placement Agent that: 2.1 (a) The Issuer has been is a corporation duly organized and is organized, validly existing as a corporation and in good standing under the laws of the State of Nevada, has all requisite Nevada with power and authority to enter into this Agreement own its properties and has all requisite power and authority to conduct its business as described in the Offering Circular.Statement; 2.2 This Agreement(b) The authorized, when executed by issued and outstanding capital stock of the IssuerCompany as of June 30, will 2001, is as set forth in the Prospectus under "Capitalization"; all shares of issued and outstanding capital stock of the Company set forth thereunder have been duly authorized authorized, validly issued and will are fully paid and non-assessable; except as set forth in the Prospectus, no options, warrants, or other rights to purchase, agreements or other obligations to issue, or agreements or other rights to convert any obligation into, any shares of capital stock of the Company have been granted or entered into by the Company; and the capital stock conforms to all statements relating thereto contained in the Registration Statement and Prospectus. The issuance and sale of all such capital stock complied in all respects with applicable federal and state securities laws; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. (c) The Issuer shall prepare and file the Offering Statement with the Jurisdictions in which such filing(s) is required, if any and shall use its best efforts to cause the registration or exemption with each such regulatory agency to become effective; (d) The Offering Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make the statements in the Offering Statement, in light of the circumstances under which they are made, not misleading; (e) The execution and delivery of this Agreement, the consummation of the transactions contemplated in this Agreement and compliance with the terms and provision of this Agreement shall not conflict with, or result in a valid and binding agreement breach of, any of the terms or provisions of, or constitute a default under, the Articles of Incorporation, as amended, or the Bylaws of the Issuer, enforceable in accordance with its terms. 2.3 No defaults exist in the due performance or observance of any material obligationindenture, term, covenant mortgage or condition of any other agreement or instrument to which the Issuer is a party or by which it is any of their respective assets or properties are bound. 2.4 Subject to Section 3.3, the Offering Circular does not include nor will it includeor any applicable law, through the Offering Termination Daterule, any untrue statement of a material fact nor does it regulation, judgment, order or will it omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. 2.5 No consent, approval, authorization or other order decree of any government, governmental authority is required in connection with the execution instrumentality or delivery by court, domestic or foreign, having jurisdiction over the Issuer or any of this Agreement its subsidiaries or the issuance and sale by the Issuer any of the Securitiestheir respective assets or properties, except such as may be required under for instances where not material to the Securities Act or applicable state securities laws.Issuer; 2.6 At the time of the issuance of the Securities, the Securities will have (f) This Agreement has been duly authorized authorized, executed and validly issued, and upon payment therefor, will be fully paid and nonassessable and will conform to the description thereof contained in the Offering Circular. 2.7 As of the Effective Date and at the time of any sale of the Securities (collectively, the “Applicable Date”), that none delivered on behalf of the Issuer, its membersand is the valid, executive officers, directors, general partners, managing members or officers participating in the Offering or persons who own 20% or more binding and enforceable obligation of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (bg) Involving the making No authorization, approval, consent or license of any false filing with regulatory body or authority is required for the Securities valid authorization, issuance, sale and Exchange Commission (the “SEC”); or (c) Arising out delivery of the conduct of Stock, or, if so required, all authorizations, approvals, consents and licenses have been obtained and are in full force and effect, except for instances where not material to the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any securityIssuer; (bh) Involving Except as described in the making Prospectus, no default exists in the due performance and observance of any false filing with the SEC; or (c) Arising out term, covenant or condition of the conduct any license, contract, indenture, mortgage, deed of the business of an underwritertrust, brokernote, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations loan or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Actagreement, or any other rule agreement or regulation thereunder; or (b) Section 5 instrument to which the Company is a party or by which the Company may be bound or to which any of the Securities Act. 2.7.6 Is suspended property or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation assets of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 Company are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent in writing of the fact which makes the representation or warranty untrue or incorrect.subject;

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Placement Agent thatInitial Purchasers that as of the date hereof and as of the Closing Date: 2.1 The Issuer has been duly organized and is validly existing as a corporation in good standing under (A) At 2:00 p.m. on May 3, 2012, the laws time of the State first contract of Nevada, has all requisite power and authority to enter into this Agreement and has all requisite power and authority to conduct its business as described in the Offering Circular. 2.2 This Agreement, when executed sale by the Issuer, will have been duly authorized Initial Purchasers for any notes (the “Time of Sale”) and will be a valid and binding agreement as of the Issuer, enforceable in accordance with its terms. 2.3 No defaults exist in the due performance or observance of any material obligation, term, covenant or condition of any agreement or instrument to which the Issuer is a party or by which it is bound. 2.4 Subject to Section 3.3date, the Additional Disclosure Documents and the Preliminary Offering Circular does Memorandum did not include nor will it include, through the Offering Termination Date, any untrue statement of a material fact nor does it or will it omit to state a any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. 2.5 No consent; and (B) the Offering Memorandum, approval, authorization or other order as of any governmental authority is required in connection with the execution or delivery by the Issuer of this Agreement or the issuance its date and sale by the Issuer as of the SecuritiesClosing Date, except such as may will not include any untrue statement of a material fact or omit to state any material fact required to be required under stated therein or necessary to make the Securities Act or applicable state securities laws. 2.6 At the time statements therein, in light of the issuance of circumstances under which they were made, not misleading; provided, however, that the Securities, the Securities will have been duly authorized and validly issued, and upon payment therefor, will be fully paid and nonassessable and will conform foregoing does not apply to the description thereof information contained in or omitted from the Offering CircularInitial Purchaser Information (as defined in Section 13). 2.7 As of the Effective Date and at the time of any sale of the Securities (collectively, the “Applicable Date”), that none of the Issuer, its members, executive officers, directors, general partners, managing members or officers participating in the Offering or persons who own 20% or more of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving The statements in the making Offering Memorandum under the captions “Description of any false filing with the Securities Management Agreement,” “Description of the Contribution and Exchange Commission (Sale Agreement,” “Description of the Series 2012-1 Notes and the Indenture” and “SEC”); orDescription of the Transition Agent Agreement,” insofar as they purport to constitute a summary of the principal terms of the Notes and the Series 2012-1 Transaction Documents conform in all material respects to the terms of the Notes and the Series 2012-1 Transaction Documents. (c) Arising out The Issuer is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware. The Issuer is duly qualified to do business in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, except where the business failure to be so qualified would not reasonably be expected to have a material adverse effect upon the Issuer or the ability of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor the Issuer to perform any of purchasers of securitiesits obligations under any Series 2012-1 Transaction Document to which it is a party. 2.7.2 Is subject (d) The Issuer has all necessary limited liability company power and authority to any orderexecute and deliver the Notes. Each Note has been duly and validly authorized by the Issuer and, judgment from and after the date on which such Note is executed by the Issuer and authenticated by the Indenture Trustee in accordance with the terms of the Indenture and the Series 2012-1 Supplement and delivered to and paid for by the Initial Purchasers in accordance with the terms of this Agreement, shall be validly issued and outstanding and shall constitute a valid and legally binding obligation of the Issuer enforceable against the Issuer in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or decree other similar laws affecting the enforcement of any court creditors’ rights generally and by general principles of competent jurisdictionequity, entered within 5 years before any Applicable Date, that, as regardless of such Applicable Date, restrains whether enforceability is considered in a proceeding in equity or enjoins such person from engaging or continuing in any conduct or practice:at law. (ae) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees has all necessary limited liability company power and authority to immediately notify execute and deliver this Agreement and the Placement Agent if there other Series 2012-1 Transaction Documents to which it is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations party; and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer is and will immediately notify continue to be authorized to perform its obligations under the Placement Agent in writing of Indenture, this Agreement and the fact which makes the representation or warranty untrue or incorrect.other Series 2012-1

Representations and Warranties of the Issuer. The Issuer hereby --------------------------------------------- represents and warrants to, and agrees with, each Agent as follows: (a) Registration statements of the Issuer (Nos. 33- and 33- 50537), relating to securities of the Issuer (collectively the "Registered Securities"), including the Securities, have been filed with the Securities and Exchange Commission (the "Commission") and have become effective (such registration statements, as amended as of the Closing Date (as defined in Section 3(e) hereof), including all material incorporated by reference therein, being hereinafter collectively referred to as the "Registration Statement", and the prospectus dated , 1996, a form of which is [included in Registration Statement No. 33- ][filed with the Commission pursuant to Rule 424(b)(2)], as supplemented as of the Closing Date, including all material incorporated by reference therein, being hereinafter referred to as the "Prospectus"). Any reference in this Agreement to amending or supplementing the Prospectus shall be deemed to include the filing of materials incorporated by reference in the Prospectus after the Closing Date and any reference in this Agreement to any amendment or supplement to the Placement Agent that:Prospectus shall be deemed to include any such materials incorporated by reference in the Prospectus after the Closing Date. 2.1 The Issuer has been duly organized (b) On the effective date of each registration statement included in the definition of Registration Statement, such registration statement conformed, and is validly existing on the Closing Date the Prospectus as a corporation then amended or supplemented will conform, in good standing under all respects to the laws requirements of the State Securities Act of Nevada1933 (the "Act"), has all requisite power the Securities Exchange Act of 1934 (the "Exchange Act"), the Trust Indenture Act of 1939 (the "Trust Indenture Act") and authority to enter into this Agreement the rules and has all requisite power and authority to conduct its business as described in the Offering Circular. 2.2 This Agreement, when executed by the Issuer, will have been duly authorized and will be a valid and binding agreement regulations of the IssuerCommission thereunder (the "Rules and Regulations"), enforceable in accordance with and on its terms. 2.3 No defaults exist in the due performance or observance of any material obligationeffective date each registration statement did not, termand such Prospectus will not, covenant or condition of any agreement or instrument to which the Issuer is a party or by which it is bound. 2.4 Subject to Section 3.3, the Offering Circular does not include nor will it include, through the Offering Termination Date, any untrue statement of a material fact nor does it or will it omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading. 2.5 No consent, approval, authorization except that the foregoing does not apply to statements in or other order omissions from any of any governmental authority is required in connection with the execution or delivery by such documents based upon written information furnished to the Issuer of this Agreement or the issuance and sale by the Issuer of the Securities, except such as may be required under the Securities Act or applicable state securities lawsany Agent specifically for use therein. 2.6 At the time of the issuance of the Securities, the Securities will have been duly authorized and validly issued, and upon payment therefor, will be fully paid and nonassessable and will conform to the description thereof contained in the Offering Circular. 2.7 As of the Effective Date and at the time of any sale of the Securities (collectively, the “Applicable Date”), that none of the Issuer, its members, executive officers, directors, general partners, managing members or officers participating in the Offering or persons who own 20% or more of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent in writing of the fact which makes the representation or warranty untrue or incorrect.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to, and agrees with, each Agent as follows: (a) Registration statements of the Issuer (Nos. 333-37034 and 333-70521), relating to securities of the Issuer (collectively the "Registered Securities"), including the Securities, have been filed with the Securities and Exchange Commission (the "Commission") and have become effective (such registration statements, as amended as of the Closing Date (as defined in Section 3(e) hereof), including all material incorporated by reference therein, being hereinafter collectively referred to as the "Registration Statement," and the prospectus dated JUNE 20, 2000, a form of which is included in Registration Statement No. 333-37034, as supplemented as of the Closing Date, including all material incorporated by reference therein, being hereinafter referred to as the "Prospectus"). Any reference in this Agreement to amending or supplementing the Prospectus shall be deemed to include the filing of materials incorporated by reference in the Prospectus after the Closing Date and any reference in this Agreement to any amendment or supplement to the Placement Agent that:Prospectus shall be deemed to include any such materials incorporated by reference in the Prospectus after the Closing Date. 2.1 The Issuer has been duly organized (b) On the effective date of each registration statement included in the definition of Registration Statement, such registration statement conformed, and is validly existing on the Closing Date, the Prospectus as a corporation then amended or supplemented will conform, in good standing under all material respects to the laws requirements of the State Securities Act of Nevada1933 (the "Act"), has all requisite power the Securities Exchange Act of 1934 (the "Exchange Act"), the Trust Indenture Act of 1939 (the "Trust Indenture Act") and authority to enter into this Agreement the rules and has all requisite power and authority to conduct its business as described in the Offering Circular. 2.2 This Agreement, when executed by the Issuer, will have been duly authorized and will be a valid and binding agreement regulations of the IssuerCommission thereunder (the "Rules and Regulations"), enforceable in accordance with and on its terms. 2.3 No defaults exist in the due performance or observance of any material obligationeffective date each registration statement did not, termand such Prospectus will not, covenant or condition of any agreement or instrument to which the Issuer is a party or by which it is bound. 2.4 Subject to Section 3.3, the Offering Circular does not include nor will it include, through the Offering Termination Date, any untrue statement of a material fact nor does it or will it omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading. 2.5 No consent, approval, authorization except that the foregoing does not apply to statements in or other order omissions from any of any governmental authority is required in connection with the execution or delivery by such documents based upon written information furnished to the Issuer of this Agreement or the issuance and sale by the Issuer of the Securities, except such as may be required under the Securities Act or applicable state securities lawsany Agent specifically for use therein. 2.6 At the time of the issuance of the Securities, the Securities will have been duly authorized and validly issued, and upon payment therefor, will be fully paid and nonassessable and will conform to the description thereof contained in the Offering Circular. 2.7 As of the Effective Date and at the time of any sale of the Securities (collectively, the “Applicable Date”), that none of the Issuer, its members, executive officers, directors, general partners, managing members or officers participating in the Offering or persons who own 20% or more of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent in writing of the fact which makes the representation or warranty untrue or incorrect.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Placement Agent thatCollateral Manager as follows: 2.1 (i) The Issuer has been is a limited liability company duly organized and is organized, validly existing as a corporation and in good standing under the laws of the State of NevadaDelaware, has all requisite full power and authority to enter into own its assets and the securities proposed to be owned by it and included in the Assets and to transact the business in which it is presently engaged and is duly qualified under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires, or the performance of its obligations under this Agreement and Agreement, the Indenture, the other Transaction Documents or the Notes would require such qualification, except for failures to be so qualified, authorized or licensed that would not in the aggregate have a material adverse effect on the business, operations, assets or financial condition of the Issuer. (ii) The Issuer has all requisite full corporate power and authority to conduct its business as described in the Offering Circular. 2.2 This execute and deliver this Agreement, when executed by the IssuerIndenture, will have been duly authorized the other Transaction Documents and will be a valid the Notes and binding agreement perform all obligations required hereunder and thereunder and has taken all necessary action to authorize this Agreement, the Indenture, the other Transaction Documents and the Notes on the terms and conditions hereof and thereof and the execution, delivery and performance of this Agreement, the Indenture, the other Transaction Documents and the Notes and the performance of all obligations imposed upon it hereunder and thereunder. No consent of any other person including, without limitation, stockholders and creditors of the Issuer, and no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority, other than those that may be required under state securities or “blue sky” laws and those that have been or shall be obtained in connection with this Agreement, the Indenture, the other Transaction Documents or the issuance of the Notes, is required by the Issuer in connection with this Agreement, the Indenture, the other Transaction Documents or the Notes or the execution, delivery, performance, validity or enforceability of this Agreement, the Indenture, the other Transaction Documents or the Notes or the obligations imposed upon it hereunder or thereunder. This Agreement, the Indenture, the other Transaction Documents and the Notes constitute, and each instrument or document required hereunder or thereunder, when executed and delivered hereunder or thereunder, shall constitute, the legally valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms, subject, as to enforcement, to (A) the effect of bankruptcy, insolvency or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy, receivership, insolvency or similar event applicable to the Issuer and (B) general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity). 2.3 No defaults exist in (iii) The execution, delivery and performance of this Agreement and the due performance or observance documents and instruments required hereunder will not (x) violate (A) any provision of any material obligationexisting law or regulation binding on the Issuer, term(B) any order, covenant judgment, award or condition decree of any agreement court, arbitrator or governmental authority binding on the Issuer, (C) the organizational documents of, or any securities issued by, the Issuer, (D) of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Issuer is a party or by which the Issuer or any of its assets is or may be bound, the violation of which would have, in the case of any of (A) through (D) above, a material adverse effect on the business, operations, assets or financial condition of the Issuer, and (y) result in or require the creation or imposition of any lien on any of its property, assets or revenues pursuant to the provisions of any such mortgage, indenture, lease, contract or other agreement, instrument or undertaking (other than the lien of the Indenture). (iv) The Issuer is not an “investment company” which is required to be registered under the 1940 Act. (v) The Issuer is not in violation of its organizational documents or in breach or violation of or in default under the Indenture, the other Transaction Documents or any contract or agreement to which it is a party or by which it or any of its assets may be bound, or any applicable statute or any rule, regulation or order of any court, government agency or body having jurisdiction over the Issuer or its properties, the breach or violation of which or default under which would have a material adverse effect on the validity or enforceability of this Agreement or the Indenture or the performance by the Issuer of its duties hereunder or thereunder. 2.4 Subject (vi) The Issuer is a “qualified client” as such term is defined under the Advisers Act. (vii) There is not pending or, to Section 3.3the Issuer’s knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or its ability to perform its obligations under this Agreement. (viii) True and complete copies of the Transaction Documents executed on the Closing Date and the governing instruments of the Issuer have been made available to the Collateral Manager or its counsel (and the Issuer agrees to deliver a true and complete copy of each amendment to the documents referred to in this clause (ix) to the Collateral Manager as promptly as practicable after its adoption or execution). (ix) The Offering Circular Circular, as of the date thereof (including as of the date of any supplement thereto) and as of the Closing Date, does not include nor will it include, through the Offering Termination Date, contain any untrue statement of a material fact nor and does it or will it not omit to state a any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances in which they were made, not misleading. 2.5 No consent, approval, authorization or other order of any governmental authority is required in connection with the execution or delivery by the Issuer of this Agreement or the issuance and sale by the Issuer of the Securities, except such as may be required under the Securities Act or applicable state securities laws. 2.6 At the time of the issuance of the Securities, the Securities will have been duly authorized and validly issued, and upon payment therefor, will be fully paid and nonassessable and will conform . The preceding sentence does not apply to the description thereof contained in the Offering CircularCollateral Manager Information. 2.7 As of the Effective Date and at the time of any sale of the Securities (collectively, the “Applicable Date”), that none of the Issuer, its members, executive officers, directors, general partners, managing members or officers participating in the Offering or persons who own 20% or more of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent in writing of the fact which makes the representation or warranty untrue or incorrect.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Placement Agent thatInitial Purchaser that as of the date hereof and as of the Closing Date: 2.1 The Issuer has been duly organized and is validly existing as a corporation in good standing under (a) (A) At 2:00 p.m. on June 25, 2010, the laws time of the State first contract of Nevada, has all requisite power and authority to enter into this Agreement and has all requisite power and authority to conduct its business as described in the Offering Circular. 2.2 This Agreement, when executed sale by the Issuer, will have been duly authorized and will be a valid and binding agreement Initial Purchaser for any notes (the “Time of the Issuer, enforceable in accordance with its terms. 2.3 No defaults exist in the due performance or observance of any material obligation, term, covenant or condition of any agreement or instrument to which the Issuer is a party or by which it is bound. 2.4 Subject to Section 3.3Sale”), the Preliminary Offering Circular does Memorandum did not include nor will it include, through the Offering Termination Date, any untrue statement of a material fact nor does it or will it omit to state a any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. 2.5 No consent; and (B) the Offering Memorandum, approval, authorization or other order as of any governmental authority is required in connection with the execution or delivery by the Issuer of this Agreement or the issuance its date and sale by the Issuer as of the SecuritiesClosing Date, except such as may will not include any untrue statement of a material fact or omit to state any material fact required to be required under stated therein or necessary to make the Securities Act or applicable state securities laws. 2.6 At the time statements therein, in light of the issuance of circumstances under which they were made, not misleading; provided, however, that the Securities, the Securities will have been duly authorized and validly issued, and upon payment therefor, will be fully paid and nonassessable and will conform foregoing does not apply to the description thereof information contained in or omitted from the Offering CircularInitial Purchaser Information (as defined in Section 13). 2.7 As of the Effective Date and at the time of any sale of the Securities (collectively, the “Applicable Date”), that none of the Issuer, its members, executive officers, directors, general partners, managing members or officers participating in the Offering or persons who own 20% or more of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving The statements in the making Offering Memorandum under the captions “Description of any false filing with the Securities Management Agreement,” “Description of the Contribution and Exchange Commission (Sale Agreement,” “Description of the Series 2010-1 Notes and the Indenture” and “SEC”); orDescription of the Transition Agent Agreement,” insofar as they purport to constitute a summary of the principal terms of the Notes and the Series 2010-1 Transaction Documents conform in all material respects to the terms of the Notes and the Series 2010-1 Transaction Documents. (c) Arising out The Issuer is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware. The Issuer is duly qualified to do business in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, except where the business failure to be so qualified would not reasonably be expected to have a material adverse effect upon the Issuer or the ability of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor the Issuer to perform any of purchasers of securitiesits obligations under any Series 2010-1 Transaction Document to which it is a party. 2.7.2 Is subject (d) The Issuer has all necessary limited liability company power and authority to any orderexecute and deliver the Notes. Each Note has been duly and validly authorized by the Issuer and, judgment from and after the date on which such Note is executed by the Issuer and authenticated by the Indenture Trustee in accordance with the terms of the Indenture and the Series 2010-1 Supplement and delivered to and paid for by the Initial Purchaser in accordance with the terms of this Agreement, shall be validly issued and outstanding and shall constitute a valid and legally binding obligation of the Issuer enforceable against the Issuer in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or decree other similar laws affecting the enforcement of any court creditors’ rights generally and by general principles of competent jurisdictionequity, entered within 5 years before any Applicable Date, that, as regardless of such Applicable Date, restrains whether enforceability is considered in a proceeding in equity or enjoins such person from engaging or continuing in any conduct or practice:at law. (ae) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees has all necessary limited liability company power and authority to immediately notify execute and deliver this Agreement and the Placement Agent if there other Series 2010-1 Transaction Documents to which it is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations party; and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer is and will immediately notify continue to be authorized to perform its obligations under the Placement Agent in writing of Indenture, this Agreement and the fact which makes the representation or warranty untrue or incorrect.other Series 2010-1

Representations and Warranties of the Issuer. 6.1 The Issuer hereby represents and warrants to the Placement Placing Agent that: 2.1 The (1) the Issuer has been is duly organized and is validly existing as a corporation in good standing incorporated under the laws of Bermuda and is validly continued and existing under the State laws of NevadaBermuda; (2) the entire existing issued share capital of the Issuer is listed on the Main Board of the Stock Exchange; (3) at the time of the issue of the Notes, the Issuer has all requisite full power and authority to enter into issue the Notes; (4) with respect to all announcements, circulars, interim and annual reports issued by the Issuer to the Stock Exchange and/or the shareholders of the Issuer since the publication of the results announcement of the Issuer for the fiscal year ended 30 June 2016 (“Previous Announcements”), all statements of fact contained therein were true, accurate and not misleading in any material respect and all expressions of opinion or intention contained therein were made on reasonable grounds after due and careful enquiries and there were no other facts known to the directors of the Issuer the omission of which would make any such statement or expression in any of the Previous Announcements misleading in any material respect; (5) the Issuer shall not, at any time prior to or on each relevant Closing Date, do or omit to do anything which may cause any of the representations, warranties and undertakings set out in this Clause 6 to be untrue in any material respect; (6) the Issuer has complied with all Applicable Laws in performing this Agreement and has all requisite power when dealing with the Placing Agent and authority the Placee(s); and (7) the foregoing representations, warranties and undertakings shall be deemed to conduct its business be repeated on each relevant Closing Date as described if given or made on such date, with reference in each case to the Offering Circularfacts and circumstances then subsisting and shall remain in full force and effect. 2.2 This Agreement6.2 The Issuer undertakes to notify the Placing Agent of any matter or event coming to its attention prior to the relevant Closing Date(s) which shows any of the representations, when executed by the Issuer, will warranties and undertaking to be or to have been duly authorized and will be a valid and binding agreement of the Issueruntrue, enforceable inaccurate or misleading in accordance with its terms. 2.3 No defaults exist in the due performance or observance of any material obligation, term, covenant or condition of any agreement or instrument to which the Issuer is a party or by which it is bound. 2.4 Subject to Section 3.3, the Offering Circular does not include nor will it include, through the Offering Termination Date, any untrue statement of a material fact nor does it or will it omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. 2.5 No consent, approval, authorization or other order of any governmental authority is required in connection with the execution or delivery by the Issuer of this Agreement or the issuance and sale by the Issuer of the Securities, except such as may be required under the Securities Act or applicable state securities laws. 2.6 At the time of the issuance of the Securities, the Securities will have been duly authorized and validly issued, and upon payment therefor, will be fully paid and nonassessable and will conform to the description thereof contained in the Offering Circular. 2.7 As of the Effective Date and respect at the time of any sale of the Securities (collectively, the “Applicable Date”), that none of the Issuer, its members, executive officers, directors, general partners, managing members or officers participating in the Offering or persons who own 20% or more of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout or at any time prior to the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent in writing of the fact which makes the representation or warranty untrue or incorrectClosing Date.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Placement Agent Collateral Manager that: 2.1 The (a) the Issuer (i) has been duly organized incorporated as an exempted company and is validly existing as a corporation in good standing under the laws of the State of Nevada, Cayman Islands; (ii) has all requisite full power and authority to enter into own the Issuer’s assets and the financial assets proposed to be owned by the Issuer and included among the Collateral and to transact the business for which the Issuer was incorporated; (iii) is duly qualified under the laws of each jurisdiction where the Issuer’s ownership or lease of property or the conduct of the Issuer’s business requires or the performance of the Issuer’s obligations under this Agreement and the Indenture would require such qualification, except for failures to be so qualified that would not in the aggregate have a material adverse effect on the business, operations, assets or financial condition of the Issuer or the ability of the Issuer to perform its obligations under, or on the validity or enforceability of, this Agreement and the Indenture; and (iv) has all requisite full power and authority to conduct its business as described in the Offering Circular. 2.2 This Agreementexecute, when executed by deliver and perform the Issuer, will ’s obligations hereunder and thereunder; (b) this Agreement and the Indenture have been duly authorized authorized, executed and will be a delivered by the Issuer and constitute legal, valid and binding agreement of agreements enforceable against the Issuer, enforceable Issuer in accordance with their terms except that the enforceability thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws now or hereafter in effect relating to creditors’ rights and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); (c) no consent, approval, authorization or order of or declaration or filing with any government, governmental instrumentality or court or other Person is required for the performance by the Issuer of its terms. 2.3 No defaults exist in duties hereunder or under the due performance provisions of the Indenture applicable to the Collateral Manager, except those that may be required under state securities or observance “blue sky” laws or the applicable laws of any jurisdiction outside of the United States, and such as have been duly made or obtained; (d) neither the execution, delivery and performance of this Agreement or the provisions of the Indenture applicable to the Collateral Manager nor the performance by the Issuer of its duties hereunder or under the provisions of the Indenture applicable to the Collateral Manager (i) conflicts with or will violate or result in a default under the Issuer’s Governing Documents or any material obligation, term, covenant contract or condition of any agreement or instrument to which the Issuer is a party or by which it is or its assets may be bound. 2.4 Subject , or any law, decree, order, rule, or regulation applicable to Section 3.3, the Offering Circular does not include nor will it include, through the Offering Termination Date, any untrue statement of a material fact nor does it or will it omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. 2.5 No consent, approval, authorization or other order of any governmental authority is required in connection with the execution or delivery by the Issuer of any court or regulatory, administrative or governmental agency, body or authority or arbitrator having jurisdiction over the Issuer or its properties, or (other than as contemplated or permitted by the Indenture) will result in a lien on any of the property of the Issuer and (ii) would have a material adverse effect upon the ability of the Issuer to perform its duties under this Agreement or the issuance and sale by provisions of the Indenture applicable to the Collateral Manager; (e) the Issuer and its Affiliates are not in violation of the Securitiesany federal, except such as may be required under the Securities Act state or applicable state securities laws. 2.6 At the time of the issuance of the Securities, the Securities will have been duly authorized and validly issuedCayman Islands laws or regulations, and upon payment thereforthere is no charge, will be fully paid and nonassessable and will conform investigation, action, suit or proceeding before or by any court or regulatory agency pending or, to the description thereof contained in the Offering Circular. 2.7 As of the Effective Date and at the time of any sale of the Securities (collectively, the “Applicable Date”), that none best knowledge of the Issuer, its membersthreatened that, executive officersin any case, directors, general partners, managing members or officers participating in would have a material adverse effect upon the Offering or persons who own 20% or more ability of the Issuer: 2.7.1 Has been convicted, within 10 years Issuer to perform its duties under this Agreement or the provisions of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any securityIndenture applicable to the Collateral Manager; (bf) Involving the making Issuer is not an “investment company” under the Investment Company Act; and (g) the assets of the Issuer do not and will not at any time constitute the assets of any false filing with plan subject to the Securities and Exchange Commission (the “SEC”); or (c) Arising out fiduciary responsibility provisions of ERISA or of any plan subject to Section 4975 of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securitiesCode. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent in writing of the fact which makes the representation or warranty untrue or incorrect.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to, and agrees with, each of the Underwriters that, as of the date hereof and as of the Time of Purchase: (a) The Registration Statement has become effective under the Act; a true and correct copy of the Registration Statement in the form in which it became effective has been delivered to the Placement Agent that: 2.1 The Issuer Representative and to the Representative for each of the Underwriters (except that copies delivered for the Underwriters excluded exhibits to such Registration Statement); any filing of the Prospectus and any supplements thereto required pursuant to Rule 424(b) has been duly organized or will be made in the manner and is validly existing as a corporation in good standing under within the laws time period required by Rule 424(b); no stop order suspending the effectiveness of the State of NevadaRegistration Statement is in effect, has all requisite power and authority no proceedings for such purposes are pending before or, to enter into this Agreement and has all requisite power and authority to conduct its business as described in the Offering Circular. 2.2 This Agreement, when executed by the Issuer, will have been duly authorized and will be a valid and binding agreement knowledge of the Issuer, enforceable in accordance with its terms. 2.3 No defaults exist in threatened by the due performance or observance Commission. On the effective date of any material obligation, term, covenant or condition of any agreement or instrument to which the Issuer is a party or by which it is bound. 2.4 Subject to Section 3.3Registration Statement, the Offering Circular does not include nor Registration Statement and the Basic Prospectus complied, or were deemed to have complied, and on its respective issue date, each preliminary prospectus filed pursuant to Rule 424(b) complied, and the Basic Prospectus complied, and on its issue date, the Prospectus will it includecomply, through or will be deemed to comply, in all material respects with the Offering Termination Dateapplicable provisions of the Act, the Trust Indenture Act and the published rules and regulations of the Commission; on the effective date of the Registration Statement and at the Time of Purchase the Indenture did or will comply in all material respects with the requirements of the Trust Indenture Act and the rules thereunder; none of the Registration Statement, the Basic Prospectus, or any other preliminary prospectus, contained any untrue statement of a material fact nor does it or will it omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading., and the Prospectus, as amended or supplemented, if applicable, as of the Time of Purchase, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the Issuer makes no warranty or representation to any Underwriter with respect to any statements or omissions made therein in reliance upon and in conformity with information furnished in writing to the Company or the Issuer by, or through the Representative on behalf of, any Underwriter expressly for use therein, or to any statements in or omissions from that part of the Registration Statement that shall constitute the Statement of Eligibility and Qualification under the Trust Indenture Act of the Bond Trustee under the Indenture; 2.5 No (b) The documents incorporated by reference in the Registration Statement, any preliminary prospectus, the Basic Prospectus and the Prospectus, when they were filed (or, if an amendment with respect to any such document was filed, when such amendment was filed) with the Commission, conformed in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and any further documents so filed and incorporated by reference will, when they are filed with the Commission, conform in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder; none of such documents, when it was filed (or, if an amendment with respect to any such document was filed, when such amendment was filed), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and no such further document, when it is filed, will contain an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading; (c) the Issuer has been duly organized and is validly existing as a limited liability company in good standing under laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its businesses as described in the Registration Statement and the Prospectus, and is duly qualified to do business in all jurisdictions (and is in good standing under the laws of all such jurisdictions) to the extent that such qualification and good standing is or shall be necessary to protect the validity and enforceability of this Agreement, the Sale Agreement, the Indenture, the Servicing Agreement, the Administration Agreement and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby; (d) this Agreement, the Servicing Agreement, the Indenture, the Administration Agreement, the Sale Agreement and each of the other Basic Documents to which the Issuer is a party have been duly authorized, executed and delivered, and constitute valid and legally binding obligations of the Issuer enforceable according to their terms; (e) there is no pending or threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator involving the Issuer or any of its subsidiaries of a character required to be disclosed in the Registration Statement that is not adequately disclosed in the Prospectus, and there is no franchise, contract or other document of a character required to be described in the Registration Statement or Prospectus, or to be filed as an exhibit, that is not described or filed as required; (f) no consent, approval, authorization or other order of any court or governmental authority agency or body is required in connection with for the execution or delivery consummation of the transactions contemplated herein and by the Issuer of this Agreement or the issuance and sale by the Issuer of the SecuritiesBasic Documents, except such as have been obtained under the Michigan law and such as may be required under the Securities Act or applicable state securities laws. 2.6 At blue sky laws of any jurisdiction in connection with the time purchase and distribution of the issuance Securitization Bonds by the Underwriters and such other approvals as have been obtained; (g) neither the execution and delivery of this Agreement, the Servicing Agreement, the Sale Agreement, the Indenture, the Administration Agreement and the other Basic Documents nor the consummation of the Securities, transactions contemplated thereby nor the Securities will have been duly authorized and validly issued, and upon payment thereforfulfillment of the terms thereof by the Issuer, will be fully paid and nonassessable and will conform to the description thereof contained (A) conflict with, result in the Offering Circular. 2.7 As any breach of any of the Effective Date and at terms or provisions of, or constitute (with or without notice or lapse of time) a default under the time certificate of any sale of the Securities (collectivelyformation, the “Applicable Date”), that none operating agreement or other organizational documents of the Issuer, its membersor conflict with or breach any of the terms or provisions of, executive officersor constitute (with or without notice or lapse of time) a default under, directorsany indenture, general partnersmaterial agreement or other material instrument to which the Issuer is a party or by which the Issuer is bound, managing members or officers participating (B) result in the Offering creation or persons who own 20% or more imposition of any lien upon any properties of the Issuer: 2.7.1 Has been convicted, within 10 years Issuer pursuant to the terms of any Applicable Date such indenture, agreement or other instrument (other than as contemplated by the Indenture and the Customer Choice Act, or (C) violate any law or any order, rule or regulation applicable to the Issuer of any felony court or misdemeanor that was: (a) In connection with the purchase or sale of any securityfederal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Issuer or any of its properties; (bh) Involving except as described in the making of any false filing with Registration Statement and the Securities and Exchange Commission (the “SEC”); or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agencyProspectus, the U.S. Commodity Futures Trading Commission or Issuer holds all franchises, certificates of public convenience, licenses and permits necessary to carry on the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from:utility business in which it is engaged; (i) Association with an entity regulated by such commissionthere has not been any material and adverse change in (A) the condition (financial or other), authorityprospects, agency earnings, business or officerproperties of the Issuer, whether or not arising from transactions in the ordinary course of business, or (B) the Securitization Property, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto); (iij) Engaging except as set forth in the business Basic Prospectus, no event or condition exists that constitutes, or with the giving of securitiesnotice or lapse of time or both would constitute, insurance a default or banking; orany breach or failure to perform by the Issuer in any material respect under any indenture, mortgage, loan agreement, lease or other material agreement or instrument to which the Issuer is a party or by which it or any of its properties may be bound; (iiik) Engaging the Preliminary Prospectus and the Prospectus, each as of their respective dates, complies in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order all material respects with the listing rules of the SEC pursuant to sections 15(b) or 15B(c) Luxembourg Stock Exchange Limited in the context of offers and sales of the Securities Exchange Act of 1934 Securitization Bonds to any person (A) who is outside the “Exchange "United States" (as defined in Regulation S under the Act”) or section 203(e) or (fB) who is not a "U.S. person" (as defined in Regulation S under the Act); and (l) an application satisfying all relevant requirements of the Investment Advisers Act of 1940 (listing rules has been made to the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on Luxembourg Stock Exchange for the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in Securitization Bonds to be admitted to the offering of any pxxxx stockofficial list. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent in writing of the fact which makes the representation or warranty untrue or incorrect.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Placement Agent thatPortfolio Manager as follows: 2.1 (a) The Issuer has been duly organized formed and registered and is validly existing as a corporation in good standing limited liability company under the laws of the State of NevadaCayman Islands, has all requisite the full limited liability company power and authority to enter into own its assets and the obligations proposed to be owned by it and included in the Assets and to transact the business in which it is presently engaged and is duly qualified under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires, or the performance of its obligations under this Agreement, the Indenture, the Securities Account Control Agreement, any Hedge Agreement, the Collateral Administration Agreement, the Loan Sale Agreement, the AML Services Agreement, the Administration Agreement, each Master Participation Agreement and or the Notes (collectively, the “Issuer Documents”) would require, such qualification, except for failures to be so qualified, authorized or licensed that would not in the aggregate have a material adverse effect on the business, operations, assets or financial condition of the Issuer. (b) The Issuer has all requisite the necessary limited liability company power and authority to conduct execute and deliver each of the Issuer Documents, and to perform all of its business as described in obligations required thereunder, and has taken all necessary action to authorize each of the Offering CircularIssuer Documents on the terms and conditions hereof and thereof and the execution, delivery and performance of each of the Issuer Documents and the performance of all obligations imposed upon it hereunder and thereunder. 2.2 (c) This Agreement, when Agreement has been executed and delivered by the Issuer, will have been a duly authorized and will be a valid and binding agreement officer of the Issuer, and this Agreement constitutes the legally valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms, subject, as to enforcement, to (i) the effect of bankruptcy, insolvency, reorganization, moratorium, winding up or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy, receivership, insolvency, winding up or similar event applicable to the Issuer and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). 2.3 (d) No defaults exist in the due performance or observance consent of any material obligationother Person, termand no license, covenant permit, approval or condition authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority, other than those that may be required under state securities or “blue sky” laws and those that have been or shall be obtained in connection with the Indenture and the issuance of the Notes, is required by the Issuer in connection with the Issuer Documents or the execution, delivery, performance, validity or enforceability of the Issuer Documents or the obligations imposed upon the Issuer hereunder or thereunder. (e) The Issuer is not in violation of any agreement applicable federal or state securities law or regulation promulgated thereunder, and there is no charge, investigation, action, suit or proceeding before or by any court pending or, to the best knowledge of the Issuer, threatened in writing that, if determined adversely to the Issuer, would have a material adverse effect upon the performance by the Issuer of its duties hereunder, or on the validity or enforceability of, this Agreement. (f) The execution, delivery and performance of the Issuer Documents, and the documents and instruments required thereunder do not violate any provision of any existing law or regulation binding on the Issuer, or any order, judgment, award or decree of any court, arbitrator or governmental authority binding on the Issuer, or the Governing Instruments of, or any securities issued by, the Issuer or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Issuer is a party or by which the Issuer or any of its assets may be bound, the violation of which would have a material adverse effect on the business, operations, assets or financial condition of the Issuer or the performance by the Issuer of its duties under this Agreement, and do not result in or require the creation or imposition of any lien on any of its property, assets or revenues pursuant to the provisions of any such mortgage, indenture, lease, contract or other agreement, instrument or undertaking (other than the lien of the Indenture). (g) The Issuer is not in violation of its Governing Instruments, or in breach or violation of, or in default under, the Indenture or any contract or agreement to which it is a party or by which it or any of its assets may be bound, or any applicable statute or any rule, regulation or order of any court, government agency or body having jurisdiction over the Issuer or its properties, except for any breach, violation or default that would not have a material adverse effect on the validity or enforceability of this Agreement, the Collateral Administration Agreement or the Indenture, or the performance by the Issuer of its duties under this Agreement, the Collateral Administration Agreement or the Indenture. 2.4 Subject (h) The Issuer is not required to Section 3.3be registered as an “investment company” under the Investment Company Act. (i) There is no charge, investigation, action, suit or proceeding before or by any court pending or, to the best knowledge of the Issuer, threatened that, if determined adversely to the Issuer, would have a material adverse effect upon the performance by the Issuer of its duties under, or on the validity or enforceability of, this Agreement, the Collateral Administration Agreement or the provisions of the Indenture applicable to the Issuer thereunder. (j) The information contained in the final offering circular, dated November 26, 2021, pertaining to the Notes (the “Offering Circular Circular”) is true and correct in all material respects, and does not include nor will it include, through the Offering Termination Date, any untrue statement of a material fact nor does it or will it omit to state a any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. 2.5 No consent, approval, authorization or other order of any governmental authority is required in connection with the execution or delivery by the Issuer of this Agreement or the issuance and sale by the Issuer of the Securities, except such as may be required under the Securities Act or applicable state securities laws. 2.6 At the time of the issuance of the Securities, the Securities will have been duly authorized and validly issued, and upon payment therefor, will be fully paid and nonassessable and will conform to the description thereof contained in the Offering Circular. 2.7 As of the Effective Date and at the time of any sale of the Securities (collectively, the “Applicable Date”), that none of the Issuer, its members, executive officers, directors, general partners, managing members or officers participating in the Offering or persons who own 20% or more of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Dateprovided, that, as of such Applicable Date, restrains the Issuer makes no representation or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction warranty with respect to conduct alleged by the United States Postal Service information referred to constitute a scheme or device for obtaining money or property through the mail by means in Section 4(h) of false representationsthis Agreement. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent in writing of the fact which makes the representation or warranty untrue or incorrect.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Placement Agent that: 2.1 The Issuer has been duly organized and is validly existing as a corporation in good standing under the laws of the State of NevadaPuerto Rico, has all requisite power and authority to enter into this Agreement and has all requisite power and authority to conduct its business as described in the Offering Circular. 2.2 This Agreement, when executed by the Issuer, will have been duly authorized and will be a valid and binding agreement of the Issuer, enforceable in accordance with its terms. 2.3 No defaults exist in the due performance or observance of any material obligation, term, covenant or condition of any agreement or instrument to which the Issuer is a party or by which it is bound. 2.4 2.3 Subject to Section 3.3, the Offering Circular does not include nor will it include, through the Offering Termination Date, any untrue statement of a material fact nor does it or will it omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. 2.5 2.4 No consent, approval, authorization or other order of any governmental authority is required in connection with the execution or delivery by the Issuer of this Agreement or the issuance and sale by the Issuer of the Securities, except such as may be required under the Securities Act or applicable state securities laws. 2.6 2.5 At the time of the issuance of the Securities, the Securities will have been duly authorized and validly issued, and upon payment therefor, will be fully paid and nonassessable and will conform to the description thereof contained in the Offering Circular. 2.7 2.6 As of the Effective Date and at the time of any sale of the Securities (collectivelyeach, the an “Applicable Date”), that none of (i) the Issuer, (ii) any predecessor of the Issuer, its members(iii) any affiliated issuer of the Issuer, (iv) any director, executive officersofficer, directors, general partners, managing members or officers other officer participating in the Offering Offering, general partner or persons who own managing member of the Issuer, (v) any beneficial owner of 20% or more of the Issuer’s outstanding voting equity securities, calculated on the basis of voting power, (vi) any promoter connected with the Issuer in any capacity at the time of the sale of the Securities or (vii) any investment manager of the Issuer that is a pooled investment fund: 2.7.1 2.6.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser advisor or paid solicitor of purchasers of securities. 2.7.2 2.6.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser advisor or paid solicitor of purchasers of securities. 2.7.3 2.6.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 2.6.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 2.6.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 2.6.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 2.6.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 2.6.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify 2.6.9 This Agreement, when executed by the Placement Agent if there is Issuer, will be a violation or potential violation valid and binding agreement of the representations set forth Issuer, enforceable in this Section 2.7 during accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the Offering Periodenforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought. 2.8 2.7 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent Managing Broker-Dealer in writing of the fact which makes the representation or warranty untrue or incorrect.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to each of the Placement Agent thatUnderwriters as follows: 2.1 (a) The Registration Statement has been filed with the Commission under the Securities Act and has been declared effective under the Securities Act. No stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or, to the knowledge of the Issuer, threatened by the Commission. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus. Copies of the Registration Statement and each of the amendments thereto have been delivered by the Issuer to you. The Registration Statement complies, and any further amendments or supplements to the Registration Statement will comply in all material respects with the applicable requirements of the Securities Act and the Rules and Regulations. The Prospectus and the Pricing Prospectus each complies and, as amended or supplemented, will comply, in all material respects with the applicable requirements of the Securities Act and the Rules and Regulations. As of the Effective Date, the date hereof, the Closing Date (as defined below) and each Option Closing Date (as defined below), if any, the Registration Statement does not and will not, and any further amendments to the Registration Statement will not, when they become effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; as of its date and the date hereof, the Prospectus does not, and as amended or supplemented on the Closing Date and each Option Closing Date, if any, will not, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; the Pricing Prospectus, as supplemented by any Issuer Free Writing Prospectus and other documents listed in Schedule II(a) hereto1, taken together with the final pricing information included on the cover page of the Prospectus (collectively, the “Disclosure Package”), and any individual Written Testing-the-Waters Communication (as defined herein) all of which are listed on Schedule III hereto, when considered together with the Disclosure Package, in each case as of the Applicable Time did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Issuer Free Writing Prospectus that is listed on Schedule II(b)2 hereto does not materially conflict with the information contained in the Registration Statement; and any Issuer Free Writing Prospectus listed on Schedule II(b) hereto, as supplemented by and taken together with the Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in 1 Schedule II(a) will list any (i) free writing prospectuses necessary to effect compliance with Section 12(a)(2) of the Securities Act and (ii) Reports on Form 8-K necessary to effect compliance with Section 12(a)(2) of the Securities Act which are filed immediately after the Applicable Time but before oral confirmation of sale. 2 Schedule II(b) will list those free writing prospectuses used in connection with the offering but not included on Schedule II(a), such as any electronic road shows. order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties set forth in this sentence do not apply to statements or omissions in the Registration Statement, the Prospectus, the Pricing Prospectus, any Issuer Free Writing Prospectus, any individual Written Testing-the-Waters Communication or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Issuer by any Underwriter through the Representatives expressly for use therein or in the preparation thereof, such information being listed in Section 13 below. The Issuer is not, and at the time of the initial filing of the Registration Statement was not, an “ineligible issuer” (as defined in Rule 405). (b) This Agreement has been duly authorized, executed and delivered by the Issuer, and constitutes a valid, legal, and binding obligation of the Issuer, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally, and subject to general principles of equity. The Issuer has full power and authority to enter into this Agreement and to authorize, issue and sell the Shares as contemplated by this Agreement. (i) The Issuer has been duly organized and is validly existing as a corporation in good standing under the laws of the State of NevadaDelaware, has all requisite with corporate power and authority to enter into this Agreement own or lease its properties and has all requisite power and authority to conduct its business as described in the Offering Circular. 2.2 This Agreement, when executed by Prospectus and the Issuer, will have been duly authorized and will be a valid and binding agreement Disclosure Package. Each of the subsidiaries of the Issuer, enforceable as listed in accordance Exhibit 21.1 to the Registration Statement (each a “Subsidiary,” and collectively, the “Subsidiaries”), has been duly organized and is validly existing as a corporation in good standing (or the jurisdictional equivalent) under the laws of the jurisdiction of its incorporation, with corporate power and authority to own or lease its terms. 2.3 No defaults exist properties and conduct its business as described in the due performance Prospectus and the Disclosure Package. The Subsidiaries are the only subsidiaries that, each considered in the aggregate as a single subsidiary, constitute “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X under the Rules and Regulations) of the Issuer. The Issuer and each of the Subsidiaries are duly qualified to transact business and are in good standing (or observance of any material obligation, term, covenant or condition of any agreement or instrument to the jurisdictional equivalent) in all jurisdictions in which the Issuer is a party or by which it is bound. 2.4 Subject to Section 3.3conduct of their business requires such qualification, except where the Offering Circular does not include nor will it include, through the Offering Termination Date, any untrue statement of a material fact nor does it or will it omit to state a material fact required failure to be stated therein so qualified or necessary to make be in good standing (or the statements therein jurisdictional equivalent) would not, individually or in the aggregate, have a Material Adverse Effect (as defined below). “Material Adverse Effect” means any change, event, condition, development or occurrence, whether or not misleading. 2.5 No consentarising in the ordinary course of business, approvalthat (A) is materially adverse to the business, authorization operations, properties, rights, management, condition (financial or other order otherwise), assets, liabilities, earnings, operating results or cash flow of any governmental authority is required in connection with the execution or delivery by the Issuer of this Agreement and the Subsidiaries taken as a whole or (B) prevents the issuance and sale by the Issuer consummation of the Securities, except such as may be required under the Securities Act or applicable state securities laws. 2.6 At the time transactions contemplated hereby. The outstanding shares of capital stock of each of the issuance of the Securities, the Securities will Subsidiaries have been duly authorized and validly issued, and upon payment therefor, will be are fully paid and nonassessable non-assessable and will conform are wholly owned by the Issuer or another Subsidiary free and clear of all liens, encumbrances and equities and claims; and no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligations into shares of capital stock or ownership interests in the Subsidiaries are outstanding, except as described in the Pricing Prospectus and the Prospectus. Except as set forth in the Pricing Prospectus and the Prospectus, to the description thereof contained in the Offering Circular. 2.7 As of the Effective Date and at the time of any sale of the Securities (collectively, the “Applicable Date”), that none knowledge of the Issuer, its membersno Subsidiary is currently prohibited or restricted, executive officersdirectly or indirectly, directorsunder any law, general partnersrule, managing members regulation, agreement or officers participating in the Offering other instrument to which it is a party or persons who own 20% or more of is subject, from (x) paying any dividends to the Issuer: 2.7.1 Has been convicted, within 10 years making any other distribution on its capital stock, repaying to the Issuer or any other Subsidiary any loans or advances from the Issuer or other Subsidiary, or transferring any of its properties or assets to the Issuer or any Applicable Date of any felony other Subsidiary, or misdemeanor that was: (ay) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (c) Arising out of the conduct continuation of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated currently conducted by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable DateSubsidiary. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent in writing of the fact which makes the representation or warranty untrue or incorrect.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Placement Agent Collateral Manager that: 2.1 The (a) the Issuer (i) has been duly organized incorporated as a limited liability company and is validly existing as a corporation in good standing under the laws of the State of Nevada, Delaware; (ii) has all requisite full power and authority to enter into own the Issuer’s assets and the financial assets proposed to be owned by the Issuer and included among the Collateral and to transact the business for which the Issuer was incorporated; (iii) is duly qualified under the laws of each jurisdiction where the Issuer’s ownership or lease of property or the conduct of the Issuer’s business requires or the performance of the Issuer’s obligations under this Agreement and the Indenture would require such qualification, except for failures to be so qualified that would not in the aggregate have a material adverse effect on the business, operations, assets or financial condition of the Issuer or the ability of the Issuer to perform its obligations under, or on the validity or enforceability of, this Agreement and the Indenture; and (iv) has all requisite full power and authority to conduct its business as described in the Offering Circular. 2.2 This Agreementexecute, when executed by deliver and perform the Issuer, will ’s obligations hereunder and thereunder; (b) this Agreement and the Indenture have been duly authorized authorized, executed and will be a delivered by the Issuer and constitute legal, valid and binding agreement of agreements enforceable against the Issuer, enforceable Issuer in accordance with their terms except that the enforceability thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws now or hereafter in effect relating to creditors’ rights and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); (c) no consent, approval, authorization or order of or declaration or filing with any government, governmental instrumentality or court or other Person is required for the performance by the Issuer of its terms. 2.3 No defaults exist in duties hereunder or under the due performance provisions of the Indenture applicable to the Collateral Manager, except those that may be required under state securities or observance “blue sky” laws or the applicable laws of any jurisdiction outside of the United States, and such as have been duly made or obtained; (d) neither the execution, delivery and performance of this Agreement or the provisions of the Indenture applicable to the Collateral Manager nor the performance by the Issuer of its duties hereunder or under the provisions of the Indenture applicable to the Collateral Manager (i) conflicts with or will violate or result in a default under the Issuer’s Governing Documents or any material obligation, term, covenant contract or condition of any agreement or instrument to which the Issuer is a party or by which it is or its assets may be bound. 2.4 Subject , or any law, decree, order, rule, or regulation applicable to Section 3.3, the Offering Circular does not include nor will it include, through the Offering Termination Date, any untrue statement of a material fact nor does it or will it omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. 2.5 No consent, approval, authorization or other order of any governmental authority is required in connection with the execution or delivery by the Issuer of any court or regulatory, administrative or governmental agency, body or authority or arbitrator having jurisdiction over the Issuer or its properties, or (other than as contemplated or permitted by the Indenture) will result in a lien on any of the property of the Issuer and (ii) would have a material adverse effect upon the ability of the Issuer to perform its duties under this Agreement or the issuance and sale by provisions of the Indenture applicable to the Collateral Manager; (e) the Issuer and its Affiliates are not in violation of the Securities, except such as may be required under the Securities Act any federal or applicable state securities laws. 2.6 At the time of the issuance of the Securities, the Securities will have been duly authorized and validly issuedlaws or regulations, and upon payment thereforthere is no charge, will be fully paid and nonassessable and will conform investigation, action, suit or proceeding before or by any court or regulatory agency pending or, to the description thereof contained in the Offering Circular. 2.7 As of the Effective Date and at the time of any sale of the Securities (collectively, the “Applicable Date”), that none best knowledge of the Issuer, its membersthreatened that, executive officersin any case, directors, general partners, managing members or officers participating in would have a material adverse effect upon the Offering or persons who own 20% or more ability of the Issuer: 2.7.1 Has been convicted, within 10 years Issuer to perform its duties under this Agreement or the provisions of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any securityIndenture applicable to the Collateral Manager; (bf) Involving the making Issuer is not an “investment company” under the Investment Company Act; and (g) the assets of the Issuer do not and will not at any time constitute the assets of any false filing with plan subject to the Securities and Exchange Commission (the “SEC”); or (c) Arising out fiduciary responsibility provisions of ERISA or of any plan subject to Section 4975 of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securitiesCode. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent in writing of the fact which makes the representation or warranty untrue or incorrect.

Representations and Warranties of the Issuer. The Issuer hereby (solely on its own behalf) represents and warrants to, and agrees with, the Placement Agents that: (a) Each Preliminary Offering Circular, as of its respective date, and the Final Offering Circular as of its date does not and as of December 14, 2022 (or such other date as the Placement Agents, the Collateral Manager and the Issuer may otherwise agree, such date being herein called the "Closing Date") will not, contain any untrue statement of a material fact or omit any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that no representation or warranty is made by the Issuer with respect to any of the Placement Agent that:Information (as defined below); provided that no representation is made with respect to forward-looking statements (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) or matters of a general economic nature or projections. 2.1 The Issuer (b) It has been duly organized and formed, is validly existing as a corporation in good standing under the laws of its governing jurisdiction and has the State of Nevada, has all requisite limited liability company power and authority to enter into this Agreement and has all requisite power and authority own its assets, to conduct its business as described in the Final Offering CircularCircular and to execute, deliver and perform its obligations under (i) this placement agency agreement (this "Agreement"), (ii) the Indenture, and (iii) the Subordinated Note Purchase Agreements, the Securities Account Control Agreement, the Collateral Management Agreement, the Credit Agreement, the Master Loan Sale Agreements, the Risk Retention Letter and the Collateral Administration Agreement (the documents set forth in clauses (i) through (iii) collectively, the "Transaction Documents"). 2.2 This Agreement, when (c) The Notes have been duly authorized and executed by the Issuer, and when recorded in the Register and authenticated in the manner set forth in the Indenture and delivered and paid for pursuant to this Agreement, they will have been duly authorized executed, authenticated, issued and delivered and will be a constitute valid and legally binding agreement obligations of the Issuer, in each case, entitled to the benefits provided by the Indenture and enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, winding up, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. Each of the other Transaction Documents to which it is a party has been duly authorized by it and, when executed and delivered by it and the other parties thereto will constitute a valid and legally binding agreement of it enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, winding up, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. 2.3 No defaults exist (d) Its execution and delivery of, and its performance of its obligations under, the Transaction Documents to which it is a party do not in the due performance or observance of any material obligation, term, covenant respects contravene any provision of applicable law or condition of its formation documents or any agreement or other instrument to which the Issuer is a party binding upon it, or by which it is bound. 2.4 Subject to Section 3.3any judgment, the Offering Circular does not include nor will it includeorder or decree of any governmental body, through the Offering Termination Dateagency or court having jurisdiction over it, any untrue statement of a material fact nor does it or will it omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. 2.5 No and no consent, approval, authorization or other order of of, or qualification with, any governmental authority body or agency is required in connection with for its performance of its obligations under the execution or delivery by the Issuer of this Agreement or the issuance Transaction Documents to which it is a party, except such as have been obtained, and sale by the Issuer of the Securities, except such as may be required under state securities or "blue sky" laws in any jurisdiction in connection with the initial sale of the Placed Notes by the Issuer through the Placement Agents and such other approvals as have been obtained and are in full force and effect. (e) It has obtained all necessary consents, authorizations, approvals, orders, certificates and permits of and from, and has made all declarations and filings with, all federal, state, local and other governmental authorities, all self-regulatory organizations and all courts and other tribunals, required for the execution, delivery or performance by it of this Agreement and to own and use assets and to conduct its business in the manner described in the Final Offering Circular. (f) There are no legal or governmental proceedings pending or, to its best knowledge, threatened to which it is a party or to which any of its assets is subject. (g) Assuming that (i) the representations, warranties and covenants made by the other parties hereto in this Agreement are true and correct and have been and will be complied with, (ii) the representations, warranties and covenants deemed to be made by Holders under the Indenture are true and correct and have been and will be complied with and (iii) the Notes are offered and sold in accordance with the Final Offering Circular, no registration of the Notes under the Securities Act or applicable state securities lawsqualification of the Indenture under the U.S. Trust Indenture Act of 1939, as amended, is required for the offer, sale, resale and delivery of the Notes in the manner contemplated by this Agreement. 2.6 At (h) It has not taken, directly or indirectly, any action prohibited by Rule 102 of Regulation M under the time U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") with respect to the distribution of the issuance of the Securities, the Securities will have been duly authorized and validly issued, and upon payment therefor, will be fully paid and nonassessable and will conform to the description thereof contained in the Offering CircularNotes as contemplated hereby. 2.7 As of the Effective Date and at the time of any sale of the Securities (collectively, the “Applicable Date”), that none of the Issuer, its members, executive officers, directors, general partners, managing members or officers participating in the Offering or persons who own 20% or more of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commissionThe Notes meet the requirements of Section 4(a)(2), authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(bRule 144A(d)(3) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) Regulation S of the Securities Act, section 10(bas applicable. (j) Neither it nor any of its affiliates as defined in Rule 501(b) of Regulation D under the Securities Act (each, an "Affiliate") or any person acting on its or their behalf (other than the Placement Agents) has engaged in any directed selling efforts (as defined in Regulation S under the Securities Act ("Regulation S")) with respect to the Notes, and it and its Affiliates and any person acting on its or their behalf have complied with the offering restrictions requirements of Rule 903 of Regulation S. It has not entered into any contractual agreement with respect to the distribution of the Notes except for the arrangements with the Placement Agents. (k) Neither it nor any of its Affiliates has directly, or through any agent (other than the Placement Agents), (A) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the sale of the Notes in a manner that would require the registration of the Notes under the Securities Act or (B) engaged in any form of general solicitation or general advertising in connection with the offering of the Notes (as those terms are used in Regulation D under the Securities Act), or sold, offered for sale or solicited offers to buy the Notes in any manner involving a public offering within the meaning of Section 4(a)(2) of the Exchange Securities Act ("Section 4(a)(2)"). (l) It is not, and 17 CFR 240.10b-5, section 15(c)(1) will not be required as a result of the Exchange Act offer and section 206(1) sale of the Notes to register as, an "investment company" under the U.S. Investment Advisers Company Act of 1940, as amended (the "Investment Company Act"), and it is not "controlled" by an "investment company" as such terms are defined in the Investment Company Act. (m) Except as set forth in the second sentence of this clause (m), it has no present intention to solicit any offer to buy or to offer to sell any securities of the same or a similar class as the Notes. For the avoidance of doubt, the Issuer may issue additional Notes if the conditions in the Indenture for such issuance have been met. (n) Based on the procedures set forth in the Indenture and the terms of this Agreement, it has a reasonable belief that initial sales and subsequent transfers of the Notes will be limited to (I) solely in the case of Secured Notes, non-U.S. persons outside the United States in reliance on Regulation S that are Qualified Purchasers and (II) or for the account or benefit of, persons that are both (A) (i) Qualified Institutional Buyers, (ii) solely in the case of Secured Notes issued as Certificated Secured Notes, Institutional Accredited Investors or (iii) solely in the case of Subordinated Notes, Accredited Investors and (B) (i) Qualified Purchasers, (ii) solely in the case of Subordinated Notes, Knowledgeable Employees with respect to the Issuer or the Collateral Manager or (iii) entities owned exclusively by Qualified Purchasers or (solely in the case of Subordinated Notes) by Knowledgeable Employees with respect to the Issuer or the Collateral Manager. (i) The placement of the Placed Notes pursuant to this Agreement is an arm's-length commercial transaction between the Issuer, on the one hand, and the Placement Agents, on the other, (ii) in connection therewith and with the process leading to such transaction, each Placement Agent is acting solely as a principal and not as fiduciary of the Issuer or any other rule person, (iii) neither Placement Agent has assumed an advisory or regulation thereunder; or (b) Section 5 fiduciary responsibility in favor of the Securities Act. 2.7.6 Is suspended it or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction other person with respect to conduct alleged by the United States Postal Service to constitute a scheme offering contemplated hereby or device for obtaining money or property through the mail by means process leading thereto (irrespective of false representations. 2.7.9 The Issuer agrees to immediately notify the whether such Placement Agent if there has advised or is a violation currently advising it on other matters) or potential violation of any other obligation to the representations Issuer or any other person except the obligations expressly set forth in this Section 2.7 during Agreement and (iv) it has consulted its own legal and financial advisors to the Offering Periodextent it deemed appropriate and agrees that it is solely responsible for making its own independent judgments with respect to the transactions contemplated hereby. It agrees that it will not claim that either Placement Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to it, in connection with such transaction or the process leading thereto. 2.8 (p) The representations Issuer has provided a written representation (the "Rule 17g-5 Representation") to S&P which satisfies the requirements of Rule 17g-5(a)(iii)(3) ("Rule 17g-5") under the Exchange Act. The Issuer has complied, or has caused its agents and warranties advisors (who, for the avoidance of doubt, do not include the Placement Agents) to comply on its behalf, with the representations, certifications and covenants made to S&P in this Section 2 are made connection with the Rule 17g-5 Representation. (q) Neither the Issuer nor, to the Issuer's knowledge, any Person acting on behalf of the Issuer (i) is a target of, or is owned or controlled by a Person that is a target of, any economic sanctions imposed by the U.S. government (including, the Office of ‎Foreign Assets Control of the US Department of the Treasury), the United Nations Security ‎Council, the European Union or HM Treasury (each a "Sanctions Target"), (ii) conducts or has conducted any dealings, directly or indirectly, with or for the benefit of any Sanctions Target or any comprehensively sanctioned country (which as of the date hereof and shall be continuing representations and warranties throughout includes Crimea, Cuba, Iran, North Korea, Russia or Syria) or (iii) has breached any economic sanctions, anti-money laundering laws, or anti-corruption laws imposed by the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrectU.S. government (including, the Issuer will immediately notify the Placement Agent in writing Office of ‎Foreign Assets Control of the fact which makes US Department of the representation Treasury), the United Nations Security ‎Council, the European Union or warranty untrue or incorrectHM Treasury.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Placement Agent thatInitial Purchaser that as of the date hereof and as of the Closing Date: 2.1 (a) (A) At 2:00 p.m. on May 3, 2011, the time of the first contract of sale by the Initial Purchaser for any notes (the “Time of Sale”), the Preliminary Offering Memorandum did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (B) the Offering Memorandum, as of its date and as of the Closing Date, will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from the Initial Purchaser Information (as defined in Section 13). (b) The statements in the Offering Memorandum under the captions “Description of the Management Agreement,” “Description of the Contribution and Sale Agreement,” “Description of the Series 2011-2 Notes and the Indenture” and “Description of the Transition Agent Agreement,” insofar as they purport to constitute a summary of the principal terms of the Notes and the Series 2011-2 Transaction Documents conform in all material respects to the terms of the Notes and the Series 2011-2 Transaction Documents. (c) The Issuer has been is a limited liability company duly organized and is organized, validly existing as a corporation and in good standing under the laws of Delaware. The Issuer is duly qualified to do business in each jurisdiction in which its ownership or lease of property or the State conduct of Nevadaits business requires such qualification, except where the failure to be so qualified would not reasonably be expected to have a material adverse effect upon the Issuer or the ability of the Issuer to perform any of its obligations under any Series 2011-2 Transaction Document to which it is a party. (d) The Issuer has all requisite necessary limited liability company power and authority to enter into execute and deliver the Notes. Each Note has been duly and validly authorized by the Issuer and, from and after the date on which such Note is executed by the Issuer and authenticated by the Indenture Trustee in accordance with the terms of the Indenture and the Series 2011-2 Supplement and delivered to and paid for by the Initial Purchaser in accordance with the terms of this Agreement Agreement, shall be validly issued and outstanding and shall constitute a valid and legally binding obligation of the Issuer enforceable against the Issuer in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether enforceability is considered in a proceeding in equity or at law. (e) The Issuer has all requisite necessary limited liability company power and authority to conduct execute and deliver this Agreement and the other Series 2011-2 Transaction Documents to which it is a party; and the Issuer is and will continue to be authorized to perform its business as described obligations under the Indenture, this Agreement and the other Series 2011-2 Transaction Documents. The execution, delivery and performance by the Issuer of this Agreement and the other Series 2011-2 Transaction Documents to which it is a party and the transactions thereunder do not require any consent or approval of any Governmental Authority, stockholder or any other Person, other than any such consents or approvals that have been obtained on or prior to the 2011-2 Closing Date or which the failure to obtain would not reasonably be expected to result in the Offering Circulara Material Adverse Change. 2.2 (f) This AgreementAgreement is, and each Series 2011-2 Transaction Document to which the Issuer is a party, when duly executed and delivered by each of the Issuerparties thereto, will have been duly authorized and will be a be, the legal, valid and binding agreement obligations of the Issuer, enforceable against the Issuer in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights or by general principles of equity limiting the availability of equitable remedies. 2.3 No defaults exist (g) This Agreement has been duly and validly executed and delivered by the Issuer. (h) The execution, delivery and performance of this Agreement and each of the other Series 2011-2 Transaction Documents by the Issuer and the execution, delivery and payment of the Notes by the Issuer will not: (a) contravene any provision of the Issuer’s certificate of formation or limited liability company agreement; or (b) assuming the accuracy of the representations and warranties of the other parties hereto or thereto and the performance by those parties of their agreements and obligations herein or therein, contravene, conflict with or violate any Applicable Law or regulation, or any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority having jurisdiction over the Issuer; or (c) violate or result in the due performance breach of, or observance of constitute a default under the Indenture, the other Series 2011-2 Transaction Documents, any material obligationother indenture or other loan or credit agreement, term, covenant or condition of any other agreement or instrument to which the Issuer is a party or by which it is boundthe Issuer, or its property and assets may be bound or affected; except for, in the cases of clauses (a), (b) or (c) above, any such contravention, conflict, violation, breach or default that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. 2.4 Subject to Section 3.3, (i) Except as disclosed in the Offering Circular does not include nor will Memorandum, there is no action, suit, proceeding or investigation pending or, to the best knowledge of the Issuer, threatened against it includebefore any court, through the Offering Termination Dateregulatory body, any untrue statement of a material fact nor does it or will it omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. 2.5 No consentarbitrator, approval, authorization administrative agency or other order of any tribunal or governmental authority is required in connection with instrumentality (i) that asserts the execution or delivery by the Issuer invalidity of this Agreement or any other Series 2011-2 Transaction Document, or (ii) if determined adversely to the issuance Issuer would individually or in the aggregate have a material and sale by adverse effect on the ability of the Issuer to perform any of its obligations under the Series 2011-2 Transaction Documents to which it is a party. (j) The Issuer does not own any “margin security”, as that term is defined in Regulation U of the Federal Reserve Board. None of the proceeds to the Issuer of the SecuritiesNotes will be used, except such as may be required directly or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose of reducing or retiring any Indebtedness which was originally incurred to purchase or carry any margin security or for any other purpose which might cause any of the loans under the Securities Act Series 2011-2 Supplement to be considered a “purpose credit” within the meaning of Regulations T, U and X. The Issuer will not take or applicable state securities lawspermit any agent acting on its behalf to take any action which might cause the Notes or any document or instrument delivered by the Issuer pursuant to the Series 2011-2 Supplement to violate any regulation of the Federal Reserve Board. 2.6 At (k) The Issuer is not: an “investment company,” or an “affiliated person” of, or a “promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the time of the Investment Company Act. The issuance of the SecuritiesNotes hereunder and the application of the proceeds thereof by the Issuer and the performance of the transactions contemplated by the Indenture, the Securities Series 2011-2 Supplement and the other Series 2011-2 Transaction Documents will have been duly authorized and validly issued, and upon payment therefor, will be fully paid and nonassessable and will conform to the description thereof contained in the Offering Circular. 2.7 As not violate any provision of the Effective Date and at the time of Investment Company Act, or any sale of the Securities (collectivelyrule, the “Applicable Date”), that none of the Issuer, its members, executive officers, directors, general partners, managing members regulation or officers participating in the Offering or persons who own 20% or more of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with order issued by the Securities and Exchange Commission (the “SEC”); orthereunder. (cl) Arising out None of the conduct Issuer, any of its Affiliates or any Person acting on its or their behalf has engaged in any directed selling efforts (as that term is defined in Regulation S) with respect to any Notes (provided that no representation is made as to the actions of the business Initial Purchaser or any Person acting on its behalf). The Issuer, its Affiliates and any Person acting on its or their behalf (provided that no representation is made as to the actions of an underwriter, broker, dealer, municipal securities dealer, investment adviser the Initial Purchaser or paid solicitor any Person acting on its behalf) have complied with the offering restrictions and the requirements of purchasers Regulation S in connection with any offering of securitiesNotes outside the United States. 2.7.2 Is subject (m) Assuming the representations and warranties of the Initial Purchaser in Section 9 are true and assuming the compliance by the Initial Purchaser with its covenants and agreements set forth herein, it is not necessary to register any order, judgment of the Notes under the Act or decree to qualify the Indenture under the Trust Indenture Act of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that1939, as of such Applicable Dateamended, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or initial sale of any security;the Notes to the Initial Purchaser in the manner contemplated by this Agreement or for the initial resale of the Notes by the Initial Purchaser in the manner contemplated by this Agreement. (bn) Involving On the making of any false filing with date hereof and the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Closing Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation each of the representations and warranties of the Issuer that is set forth in this Section 2.7 during Agreement, the Offering PeriodIndenture or the other Series 2011-2 Transaction Documents is and shall be true and correct in all material respects (except to the extent that such representations or warranties specifically relate to an earlier date), and (ii) the Issuer is not and shall not be in breach, in any material respect, of any covenant or agreement set forth in this Agreement, the Indenture or any other Series 2011-2 Transaction Document. 2.8 (o) No Event of Default or Early Amortization Event has occurred and is continuing. No event or condition that with notice or the passage of time (or both) could reasonably be expected to constitute an Event of Default or Early Amortization Event has occurred or is continuing. (p) The Notes meet the eligibility requirements of Rule 144A(d)(3) of the Act. (q) Neither the Issuer nor any of its Affiliates has purchased, or is purchasing, any Notes. (r) The Issuer has not engaged in any form of general solicitation or general advertising in connection with the offer or sale of the Notes (as those terms are used in Regulation D under the Act). (s) As of the Closing Date, the representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, by the Issuer will immediately notify in the Placement Agent Transaction Documents or made by the Issuer in writing of any certificate delivered pursuant to the fact which makes the Transaction Documents are true and correct in all material respects unless such representation or warranty untrue relates solely to an earlier date in which case such information shall be true and correct on such earlier date. (t) Except for the Initial Purchaser, neither the Issuer nor the Manager has employed or incorrectretained a broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Issuer nor the Manager is under any obligation to pay any broker’s fee or commission in connection with such sale. (u) The Issuer agrees that it and each of its Affiliates will not offer or sell the Notes in the United States by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Act, including, but not limited to (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. The Issuer agrees, with respect to resales made in reliance on Rule 144A of any of the Notes, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of such Notes has been made in reliance upon the exemption from the registration requirements of the Securities Act provided by Rule 144A.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Placement Agent thatInitial Purchasers that as of the date hereof and as of the Closing Date: 2.1 The Issuer has been duly organized and is validly existing as a corporation in good standing under (a) (A) At 3:00 p.m. on February 19, 2014, the laws time of the State first contract of Nevada, has all requisite power and authority to enter into this Agreement and has all requisite power and authority to conduct its business as described in the Offering Circular. 2.2 This Agreement, when executed sale by the IssuerInitial Purchasers for any notes (the “Time of Sale”) and as of its date, will have been duly authorized each Additional Disclosure Documents and will be a valid and binding agreement of the Issuer, enforceable in accordance with its terms. 2.3 No defaults exist in the due performance or observance of any material obligation, term, covenant or condition of any agreement or instrument to which the Issuer is a party or by which it is bound. 2.4 Subject to Section 3.3, the Preliminary Offering Circular does Memorandum did not include nor will it include, through the Offering Termination Date, any untrue statement of a material fact nor does it or will it omit to state a any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. 2.5 No consent; and (B) the Offering Memorandum, approval, authorization or other order as of any governmental authority is required in connection with the execution or delivery by the Issuer of this Agreement or the issuance its date and sale by the Issuer as of the SecuritiesClosing Date, except such as may will not include any untrue statement of a material fact or omit to state any material fact required to be required under stated therein or necessary to make the Securities Act or applicable state securities laws. 2.6 At the time statements therein, in light of the issuance of circumstances under which they were made, not misleading; provided, however, that the Securities, the Securities will have been duly authorized and validly issued, and upon payment therefor, will be fully paid and nonassessable and will conform foregoing does not apply to the description thereof information contained in or omitted from the Offering CircularInitial Purchasers Information (as defined in Section 13). 2.7 As of the Effective Date and at the time of any sale of the Securities (collectively, the “Applicable Date”), that none of the Issuer, its members, executive officers, directors, general partners, managing members or officers participating in the Offering or persons who own 20% or more of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving The statements in the making Offering Memorandum under the captions “Description of any false filing with the Securities Management Agreement,” “Description of the Contribution and Exchange Commission (Sale Agreement,” “Description of the Series 2014-1 Notes and the Series 2014-1 Supplement”, “SEC”); orDescription of the Indenture” and “Description of the Transition Agent Agreement,” insofar as they purport to constitute a summary of the principal terms of the Notes and the Series 2014-1 Transaction Documents conform in all material respects to the terms of the Notes and the Series 2014-1 Transaction Documents. (c) Arising out The Issuer is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware. The Issuer is duly qualified to do business in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, except where the business failure to be so qualified would not reasonably be expected to have a material adverse effect upon the Issuer or the ability of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor the Issuer to perform any of purchasers of securitiesits obligations under any Series 2014-1 Transaction Document to which it is a party. 2.7.2 Is subject (d) The Issuer has all necessary limited liability company power and authority to any orderexecute and deliver the Class A and Class B Notes. Each Class A and Class B Note has been duly and validly authorized by the Issuer and, judgment from and after the date on which such Class A or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, thatClass B Note, as the case may be, is executed by the Issuer and authenticated by the Indenture Trustee in accordance with the terms of such Applicable Datethe Indenture and the Series 2014-1 Supplement and delivered to and paid for by the Initial Purchasers in accordance with the terms of this Agreement, restrains shall be validly issued and outstanding and shall constitute a valid and legally binding obligation of the Issuer enforceable against the Issuer in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or enjoins such person from engaging other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether enforceability is considered in a proceeding in equity or continuing in any conduct or practice:at law. (ae) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees has all necessary limited liability company power and authority to immediately notify execute and deliver this Agreement and the Placement Agent if there other Series 2014-1 Transaction Documents to which it is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations party; and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer is and will immediately notify continue to be authorized to perform its obligations under the Placement Agent in writing of Indenture, this Agreement and the fact which makes the representation or warranty untrue or incorrect.other Series 2014-1

Representations and Warranties of the Issuer. The In addition to the representations, warranties and agreements of the Issuer hereby in the Terms Agreement (including those incorporated by reference therein from the Distribution Agreement), the Issuer, as of the date of the Terms Agreement, and as of the settlement date for the sale of the Notes that is specified in the Terms Agreement (the “Closing Date”) represents and warrants to the Placement Agent to, and agree with, each Distributor that: 2.1 The (a) If, immediately prior to December 1, 2008, any Distributor holds any Notes purchased by it and having the status of an unsold allotment in the initial distribution, the Issuer will, prior to that date, file, if it has been duly organized not already done so, a new shelf registration statement relating to the Notes, will use its reasonable best efforts to cause such registration statement to be declared effective within 180 days after that date and is validly existing as a corporation in good standing under will take all other actions necessary or appropriate to permit the laws public offering and sale of the State of Nevada, has all requisite power and authority Notes to enter into this Agreement and has all requisite power and authority to conduct its business continue as described contemplated in the Offering Circularexpired Registration Statement relating to the Notes. References herein to the “Registration. Statement” shall include such new shelf registration statement. 2.2 This Agreement(b) As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) and the Statutory Prospectus, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when executed by considered together with the IssuerGeneral Disclosure Package, will have been duly authorized and will be a valid and binding agreement of the Issuer, enforceable in accordance with its terms. 2.3 No defaults exist in the due performance or observance of any material obligation, term, covenant or condition of any agreement or instrument to which the Issuer is a party or by which it is bound. 2.4 Subject to Section 3.3, the Offering Circular does not include nor will it include, through the Offering Termination Date, included any untrue statement of a material fact nor or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does it not apply to statements in or omissions from any documents included in the Statutory Prospectus based upon written information furnished to the Issuer by any Distributor specifically for use therein. (c) Each Issuer Free Writing Prospectus, as of its issue date, as of the date hereof and at all subsequent times through the completion of the offer and sale of the Notes (unless the Issuer shall have provided the notice referred to in the next sentence), did not, does not and will not include any information that conflicted, conflicts or will it conflict (within the meaning of Rule 433(c) under the Securities Act) with the information then contained in the Registration Statement. If prior to the completion of the offer and sale of the Notes at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted, conflicts or would conflict with the information then contained in the Registration Statement or included, includes or would include an untrue statement of a material fact or omitted, omits or would omit to state a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Issuer represents that it (i) will promptly notify the Distributors and (ii) will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. 2.5 No consent, approval, authorization or other order of any governmental authority is required in connection with (d) At the execution or delivery by time the Issuer or any person acting on its behalf (within the meaning, for this clause only, of this Agreement or the issuance and sale by the Issuer of the Securities, except such as may be required Rule 163(c) under the Securities Act or applicable state securities laws. 2.6 At the time of the issuance of the Securities, the Securities will have been duly authorized and validly issued, and upon payment therefor, will be fully paid and nonassessable and will conform Act) made any offer relating to the description thereof contained Notes in the Offering Circular. 2.7 As of the Effective Date and at the time of any sale of the Securities (collectively, the “Applicable Date”), that none of the Issuer, its members, executive officers, directors, general partners, managing members or officers participating in the Offering or persons who own 20% or more of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations reliance on the activities, functions or operations exemption of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of Rule 163 under the Securities Act, section 10(bthe Issuer was a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act; and at the earliest time after the filing of the Registration Statement that the Issuer or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Exchange Act and 17 CFR 240.10b-5Notes, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of Issuer was not an “ineligible issuer” as defined in Rule 405 under the Securities Act. 2.7.6 Is suspended or expelled from membership in(e) References to “the Prospectus” in Sections 2(c), or suspended or barred from association with, a member 2 (d) and 2(i) of a registered national securities exchange or a registered national or affiliated securities association for any act or omission the Distribution Agreement shall be deemed to act constituting conduct inconsistent with just refer to “the General Disclosure Package and equitable principles of tradethe Prospectus”. 2.7.7 Has filed (f) Reference to the “Registration Statement and the Prospectus as a registrant amended or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with supplemented at each Representation Date” in Section 2(h) of the SEC that, within 5 years of any Applicable Date, was Distribution Agreement shall be deemed to refer to “the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable DateRegistration Statement, the subject of an investigation Prospectus or proceeding to determine whether a stop order or suspension order should be issuedthe General Disclosure Package”. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent in writing of the fact which makes the representation or warranty untrue or incorrect.

Representations and Warranties of the Issuer. 11.1 The representations and warranties referred to in this Clause 11 (Representations and Warranties of the Issuer) apply to the issue of each Series of Bonds. 11.2 By concluding the Agreement, the Issuer hereby represents and warrants to the Placement Agent Dealers that: 2.1 The Issuer has been 11.2.1 it is a limited liability company duly organized incorporated and is validly existing as a corporation operating in good standing under the compliance with applicable laws of the State of Nevada, and has all requisite power consents, approvals and authority authorisations and administrative decisions required for it to enter into conduct its core business as operated on the date hereof; 11.2.2 it has all consents, approvals and authorisations required for it to execute this Agreement and to perform its obligations hereunder, and as at the Issue Date a given Series of Bonds it has all requisite power consents, approvals and authority authorisations required for the issuance of the Bonds and the performance of the obligations under the Bonds; 11.2.3 the execution and performance of the obligations undertaken hereby and the obligations under the Bonds will not violate any of the provisions of its formation documents or constitute an event of default in accordance with such formation documents; 11.2.4 it has full capacity to conduct assume, undertake and perform its business as described in obligations under the Offering Circular. 2.2 This AgreementAgreement and under the Bonds, when executed by and the Issuer, will have been duly authorized obligations of the Issuer arising from the Agreement and will be a from the Bonds (following their issuance) constitute valid and binding agreement obligations of the Issuer, enforceable against the Issuer in accordance with their respective terms; 11.2.5 the most recent audited financial statements of the Issuer have been prepared in accordance with the requirements of law and Polish accounting standards consistently applied; and they fairly present the financial condition of the Issuer as of that date and the results of the operations of the Issuer and changes in its terms. 2.3 No defaults exist financial condition in the due performance period for which they were prepared; 11.2.6 since the date of the most recent audited financial statements supplied to the Dealers (except as otherwise disclosed in any Information Materials), there has been no adverse change in the business, assets or observance of any material obligation, term, covenant or financial condition of the Issuer that is likely to be material in the context of this Agreement and the transactions contemplated hereby; 11.2.7 there are no pending or, to the best of the Issuer’s knowledge and belief, threatened court or arbitration proceedings against the Issuer in relation to any agreement claims or instrument amounts that are, in the reasonable opinion of the Issuer, material in the context of this Agreement and the redemption of the Bonds; 11.2.8 at least a majority of the shares of the Issuer are indirectly or directly owned by the Guarantor; 11.2.9 it has not been entered in the national register of debtors referred to which in the Act on the National Register of Debtors of 6 December 2018; 11.2.10 the Issuer’s obligations hereunder and under the Bonds rank at least pari passu with all other unsecured obligations of the Issuer towards other creditors, save those whose claims are preferred under any applicable provisions of law; 11.2.11 the Issuer is a party or by which it is bound. 2.4 Subject to Section 3.3, the Offering Circular does not include nor will it include, through the Offering Termination Date, any untrue statement of a material fact nor does it or will it omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. 2.5 No consent, approval, authorization or other order aware of any governmental authority is required event occurring that could constitute an Accelerated Redemption Event or an Event of Default as set out in connection with the execution or delivery by Terms and Conditions of Issue; 11.2.12 the Issuer of this Agreement or the issuance and sale acquisition by the Issuer of the SecuritiesBonds issued by it and the redemption thereof will not violate any provisions of law; in particular, except such as may be required under the Securities Act or applicable state securities laws. 2.6 At the time provisions of the issuance Act on the Bonds will not be violated in case the Bonds are purchased in order to redeem them; 11.2.13 The Issuer pays its liabilities in a timely manner; it is not in arrears with the payment of any taxes, social insurance contributions or any other charges of similar kind that are payable pursuant to any final administrative decisions or legally binding court rulings; 11.2.14 the powers of attorney granted to the Programme Agent, the Issue Agent, the Calculation Agent, as well as to the Dealers (taking into account (i) the requirement to grant the Issue Agent the relevant power of attorney in relation to each series of the SecuritiesBonds in order to register such Series with the securities depositary maintained by KDPW) remain valid and effective and have not been revoked; 11.2.15 all actions taken by the Issuer in connection with the Issue Programme are taken by it on its own account, on the basis of its own independent decisions, and any information provided to the Issuer by Dealers in connection with the Issue Programme is not considered by the Issuer to be: (i) an investment advice as referred in MIFID II and in the Financial Instruments Trading Act, or in any relevant provisions of law applicable to the respective Dealer in the given jurisdiction, or an investment recommendation as referred to in MIFID II, or (ii) the provision of advisory services with respect to capital structure, business strategy or other issues related to such strategy or structure; 11.2.16 the Issuer and, to the best of the Issuer's knowledge, none of its Directors, Officers or, to the best of the Issuer's knowledge, any of its subsidiaries, associates or affiliates, is a natural person or entity and is not owned or controlled by a natural person or entity that: (i) is currently subject to any sanctions imposed by the European Union (including on the basis of the Sanction Regulations), including its Member States; the United Kingdom of Great Britain and Northern Ireland; the Swiss Confederation; the United States of America; the United Nations or relevant governmental institutions and agencies, including, but not limited to, the Securities will have been duly authorized and validly issuedOffice of Foreign Assets Control (OFAC), and upon payment therefor, will be fully paid and nonassessable and will conform to the description thereof contained in the Offering Circular. 2.7 As U.S. Department of the Effective Date and at Treasury, the time U.S. Department of any sale State, the U.S. Department of the Securities Commerce, Her Majesty's Treasury, (collectively, the “Applicable Date”"Sanctions"), that none of the Issuer, its members, executive officers, directors, general partners, managing members or officers participating in the Offering or persons who own 20% or more of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging is located in the or doing business of securitiesin or with, insurance or banking; or (iii) Engaging is incorporated or located in savings association a country or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is territory subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 Sanctions (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1the Russian Federation, the Republic of Belarus, Crimea, the Republic of Cuba, the Islamic Republic of Iran, the Democratic People's Republic of Korea, the Republic of South Sudan, the Republic of Sudan and the Syrian Arab Republic) or does business with entities subject to any Sanctions or has business dealings with entities subject to any Sanctions, or with entities located or operating in countries or territories in which the Sanctions have been imposed, in any manner that would give rise to liability under the Sanctions for any other Party; In addition, to the best of the Issuer's knowledge, the Issuer complies with and is in compliance with all laws and regulations binding on it relating to economic sanctions or providing for restrictions on trade; 11.2.17 the Issuer's business is, and has been, conducted in compliance with applicable record keeping and financial reporting requirements and, to the extent that such requirements are in force, with the money laundering and criminal profiteering laws of all jurisdictions in which such business is conducted, any rules and regulations arising from such laws, and any related or similar laws, rules or guidelines issued, imposed or introduced by competent authorities (collectively, the "Money Laundering Legislation"); no proceeding or matter has been brought before any court, competent authority or body or arbitrator in relation to the Issuer in connection with the Money Laundering Legislation and, so far as the Issuer is aware, there is no imminent threat thereof; 11.2.18 the Issuer and, to the knowledge of the Issuer, none of its directors or Officers: (i) has not used any corporate funds for any unlawful expenditure, (ii) has not made any unlawful direct or indirect payment to any foreign or domestic government official or employee from corporate funds; (iii) has not violated any applicable U.S. law or national or local laws of the European Union relating to payments made to government officials or employees of government offices or similar laws or regulations of any jurisdiction, and in particular the U.S. Foreign Corrupt Practices Act of 1977 the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the UK Bribery Act 2010; nor (iv) gave or accepted any financial benefit, rebate, payment to anyone for silence, payment to influence any person, paid protection or made any other illegal payment. The Issuer and the entities in the Issuer's Group have conducted their business in compliance with all laws, ordinances or regulations of any jurisdiction where their business is conducted relating to the prevention of corruption. 11.2.19 neither the Issuer nor any of its affiliates (the "Affiliates") (within the meaning of Rule 405 under the U.S. Securities Act of 1933 (the "U.S. Securities Act"), section 10(b) nor any person acting on their behalf, has distributed offering materials in connection with the offering of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) Bonds or made any offering of the Exchange Act Bonds; 11.2.20 the Issuer is a "foreign issuer" within the meaning of Regulation S, and section 206(1) the Issuer reasonably believes that there is no substantial U.S. market interest, within the meaning of Regulation S, in the Bonds or securities of the Investment Advisers Issuer of the same class as the Bonds. 11.2.21 neither the Issuer, any of its Affiliates nor any person acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to the Notes within the meaning of Regulation S under the US Securities Act; 11.2.22 neither the Issuer nor any of its Affiliates nor any person acting on its or their behalf has taken or will take any general solicitation or general advertising with respect to the Bonds (within the meaning of Regulation D under the US Securities Act) for the purpose of offering the Bonds in the United States; and 11.2.23 neither the Issuer nor any of its Affiliates nor any entity acting on its or their behalf has made or will make any sale or offer to sell any securities, has encouraged or will encourage the purchase of any securities or has conducted or will conduct any other rule or regulation thereunder; or (b) Section 5 negotiations with respect to any securities under circumstances that would require registration of the Bonds under the U.S. Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member 11.3 With regard to each subsequent issue of the Bonds of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Dategiven series, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made contained in this Section 2 are made Clause 11.2 will be deemed as repeated by the Issuer on each date when a Notice of Issue for such Bonds is sent, as well as on the Issue Date of the date hereof same Bonds, by the Issuer signing the Notice of Issue and shall be continuing carrying out an issue of the Bonds. If, as a result of any event, the representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is become factually incorrect, the Issuer will immediately promptly notify the Placement Agent Dealers of any resulting changes. If, in writing the opinion of a given Dealer, the changes in the representations would have a significant material impact on the issue of the fact Bonds or the financial situation of the Issuer, then that Dealer will promptly enter into negotiations with the Issuer in good faith in order to determine the possibility of further performance by that Dealer of the actions set out herein, or the conditions under which makes the representation or warranty untrue or incorrectDealer is required to continue to perform its obligations hereunder, in particular as regards the offering of Bonds and completing the issue of Bonds.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Placement Agent thatInvestor that the representations and warranties given in this Clause 5.1 shall be true and correct in all material respects as of the the date of this Agreement and shall be deemed to have been repeated, subject to any disclosure made to the public by the Issuer from the Issuance Date until the expiry of the Commitment Period, on each date of Request and on each Closing Date: 2.1 The Issuer i. it has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Nevada, has all requisite full power and authority to enter into this Agreement and has to perform all requisite power the obligations resulting therefrom subject to the approval of another shareholders' general meeting of the Issuer that may have to be used in order to continue the financing program; ii. as of their respective date, the signature of this Agreement and authority to conduct the performance of the obligations arising therefrom are not in violation of any provision of its business as described By-Laws or of any previous contractual commitments with other parties except where such failure would not reasonably be expected, individually or in the Offering Circular.aggregate, to materially affect its ability to perform its obligations, undertakings and commitments hereunder after the Issuance Date; 2.2 This Agreement, when executed iii. the entry into and performance by the Issuer, will have been duly authorized Issuer of its obligations under this Agreement does not and will not conflict with or cause a default under any finance agreement entered into by the Issuer except where such failure would not reasonably be a valid expected, individually or in the aggregate, to materially affect its ability to perform its obligations, undertakings and binding agreement commitments hereunder; iv. its capital is fully paid up as of the IssuerIssuance Date; v. it has complied with all applicable legal and regulatory requirements to be complied by it on such date in respect of the issuance of the Note Warrants, enforceable the Notes, the Warrants, and for the admission to trading on Euronext Paris of the Shares which may be issued upon the conversion of the Notes and/or the exercise of the Warrants other as specified in accordance with its terms. 2.3 No defaults exist paragraph (vii) below, except where such failure would not reasonably be expected, individually or in the due performance aggregate, to materially affect its ability to perform its obligations, undertakings and commitments hereunder; vi. neither the issue of the Note Warrants, the Notes, the Warrants or observance the Shares upon conversion of the Notes and/or exercise of the Warrants will be subject to any material obligationpre-emptive (droit préférentiel de souscription) or similar rights; vii. except with respect to any necessary approvals from Euronext for the listing of the Shares upon conversion of the Notes and/or exercise of the Warrants, term, covenant or condition of any agreement or instrument to which neither the Issuer nor any Subsidiary is a party or by which it is bound. 2.4 Subject to Section 3.3, the Offering Circular does not include nor will it include, through the Offering Termination Date, any untrue statement of a material fact nor does it or will it omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. 2.5 No obtain any consent, approvalwaiver, authorization or order of, or make any filing or registration with, any court or other order of any governmental or regulatory authority is required or other person in connection with the execution or execution, delivery and performance by the Issuer of this Agreement, the issue of any Note Warrants, the Notes, the Warrants or Shares. As of the Issuance Date, any necessary consents and approvals shall have been obtained and shall be in full force and effect; viii. there is no court-ordered insolvency procedures (including any action, suit, notice of violation, proceeding or investigation) pending which (i) relates to or challenges the legality, validity or enforceability of this Agreement or (ii) could, individually or in the aggregate, be reasonably expected to impair materially the ability of the Issuer to perform fully on a timely basis its obligations under this Agreement; ix. the main publicly available corporate documents of the Issuer (statuts, Extraits K-Bis and Certificat de non-faillite) are accurate, complete and up-to-date on the date on which they were submitted; x. neither the Issuer nor any of its Subsidiaries is or has been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware), during a period covering at least the previous twelve (12) months which may have, or have had in the recent past, significant material adverse effects on the financial position of the Issuer or on the ability of the Issuer to perform its material obligations under this Agreement or the issuance and sale by Notes, or that are otherwise material in the Issuer of the Securities, except such as may be required under the Securities Act or applicable state securities laws. 2.6 At the time context of the issuance of the SecuritiesNotes other than as disclosed in the Information Documents; and xi. once issued and subscribed for in accordance with the terms of the Agreement, the Securities Notes will have been duly authorized constitute direct, unconditional, unsecured and validly issuedunsubordinated obligations of the Issuer and, and upon payment thereforat all times so long as any Note is outstanding, will be fully paid rank equally between themselves and nonassessable (subject to such exceptions as are from time to time mandatory under French law) equally and will conform to the description thereof contained in the Offering Circular. 2.7 As of the Effective Date rateably (pari passu) with all other present or future unsecured and at the time of any sale of the Securities (collectively, the “Applicable Date”), that none unsubordinated debt securities of the Issuer, its members, executive officers, directors, general partners, managing members or officers participating in the Offering or persons who own 20% or more of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securitiesfrom time to time outstanding. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent in writing of the fact which makes the representation or warranty untrue or incorrect.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Placement Agent Managing Broker-Dealer that: 2.1 The Issuer has been duly organized and is validly existing as a corporation Delaware limited partnership in good standing under the laws of the State of NevadaDelaware, has all requisite power and authority to enter into this Agreement and has all requisite power and authority to conduct its business as described in the Offering CircularMemorandum. 2.2 This Agreement, when executed by the Issuer, will have been duly authorized and will be a valid and binding agreement of the Issuer, enforceable in accordance with its terms. 2.3 No defaults exist in the due performance or observance of any material obligation, term, covenant or condition of any agreement or instrument to which the Issuer is a party or by which it is bound. 2.4 Subject to Section 3.3, the Offering Circular Memorandum does not include nor will it include, through the Offering Termination Date, any untrue statement of a material fact nor does it or will it omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. 2.5 No consent, approval, authorization or other order of any governmental authority is required in connection with the execution or delivery by the Issuer of this Agreement or the issuance and sale by the Issuer of the Securities, except such as may be required under the Securities Act or applicable state securities laws. 2.6 At the time of the issuance of the Securities, the Securities will have been duly authorized and validly issued, and upon payment therefor, will be fully paid and nonassessable and will conform to the description thereof contained in the Offering CircularMemorandum. 2.7 As of the Effective Date and at the time of any sale of the Securities (collectively, the “Applicable Date”), that none of the Issuer, its members, executive officers, directors, general partners, managing members or officers participating in the Offering or persons who own 20% or more of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or activities; or (iii) Engaging in savings association or credit union activities; orunion (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent Managing Broker-Dealer if there is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent Managing Broker-Dealer in writing of the fact which makes the representation or warranty untrue or incorrect.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Placement Agent Collateral Manager that: 2.1 The (a) the Issuer (i) has been duly organized incorporated as an exempted company and is validly existing as a corporation in good standing under the laws of the State of Nevada, Cayman Islands; (ii) has all requisite full power and authority to enter into own the Issuer’s assets and the securities proposed to be owned by the Issuer and included among the Collateral and to transact the business for which the Issuer was incorporated; (iii) is duly qualified under the laws of each jurisdiction where the Issuer’s ownership or lease of property or the conduct of the Issuer’s business requires or the performance of the Issuer’s obligations under this Agreement and the Indenture would require such qualification, except for failures to be so qualified that would not in the aggregate have a material adverse effect on the business, operations, assets or financial condition of the Issuer or the ability of the Issuer to perform its obligations under, or on the validity or enforceability of, this Agreement and the Indenture; and (iv) has all requisite full power and authority to conduct its business as described in the Offering Circular. 2.2 This Agreementexecute, when executed by deliver and perform the Issuer, will ’s obligations hereunder and thereunder; (b) this Agreement and the Indenture have been duly authorized authorized, executed and will be a delivered by the Issuer and constitute legal, valid and binding agreement of agreements enforceable against the Issuer, enforceable Issuer in accordance with their terms except that the enforceability thereof may be subject to (i) bankruptcy, insolvency, reorganization, winding-up, moratorium, receivership, conservatorship or other similar laws now or hereafter in effect relating to creditors’ rights and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); (c) no consent, approval, authorization or order of or declaration or filing with any government, governmental instrumentality or court or other Person is required for the performance by the Issuer of its terms. 2.3 No defaults exist in duties hereunder or under the due performance Indenture, except those that may be required under state securities or observance “blue sky” laws or the applicable laws of any jurisdiction outside of the United States, and such as have been duly made or obtained; (d) neither the execution, delivery and performance of this Agreement or the Indenture nor the performance by the Issuer of its duties hereunder or under the Indenture (i) conflicts with 28547457.3 or will violate or result in a default under the Issuer’s Governing Documents or any material obligation, term, covenant contract or condition of any agreement or instrument to which the Issuer is a party or by which it is or its assets may be bound. 2.4 Subject , or any law, decree, order, rule, or regulation applicable to Section 3.3, the Offering Circular does not include nor will it include, through the Offering Termination Date, any untrue statement of a material fact nor does it or will it omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. 2.5 No consent, approval, authorization or other order of any governmental authority is required in connection with the execution or delivery by the Issuer of any court or regulatory, administrative or governmental agency, body or authority or arbitrator having jurisdiction over the Issuer or its properties, or (other than as contemplated or permitted by the Indenture) will result in a lien on any of the property of the Issuer and (ii) would have a material adverse effect upon the ability of the Issuer to perform its duties under this Agreement or the issuance and sale by Indenture; (e) the Issuer and its Affiliates are not in violation of the Securitiesany federal, except such as may be required under the Securities Act state or applicable state securities laws. 2.6 At the time of the issuance of the Securities, the Securities will have been duly authorized and validly issuedCayman Islands laws or regulations, and upon payment thereforthere is no charge, will be fully paid and nonassessable and will conform investigation, action, suit or proceeding before or by any court or regulatory agency pending or, to the description thereof contained in the Offering Circular. 2.7 As of the Effective Date and at the time of any sale of the Securities (collectively, the “Applicable Date”), that none best knowledge of the Issuer, its membersthreatened that, executive officersin any case, directors, general partners, managing members or officers participating in would have a material adverse effect upon the Offering or persons who own 20% or more ability of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony Issuer to perform its duties under this Agreement or misdemeanor that was: (a) In connection with the purchase or sale of any securityIndenture; (bf) Involving the making Issuer is not an “investment company” under the 1940 Act; and (g) the assets of the Issuer do not and will not at any time constitute the assets of any false filing with plan subject to the Securities and Exchange Commission (the “SEC”); or (c) Arising out fiduciary responsibility provisions of ERISA or of any plan subject to Section 4975 of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securitiesCode. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent in writing of the fact which makes the representation or warranty untrue or incorrect.

Representations and Warranties of the Issuer. 7.1 The Issuer hereby represents and warrants to the Placement Agent Subscriber that, as of the date of this Subscription Agreement and at Closing hereunder: 2.1 The (a) the Issuer has been and its subsidiaries are valid and subsisting corporations duly organized incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdictions in which they were incorporated, continued or amalgamated and the Issuer is a "foreign private issuer" as defined in section 230.405 of NevadaRegulation C promulgated under the U.S. Securities Act and shall use its reasonable efforts to remain a foreign private issuer during the period in which the Preferred Shares may be converted and the Warrants may be exercised and the Issuer has complied, or will comply, with all applicable corporate and securities laws and regulations in connection with the offer, sale and issuance of the Securities, and in connection therewith has all requisite power and authority to enter into this Agreement and has all requisite power and authority to conduct its business not engaged in any "directed selling efforts," as such term is defined in Regulation S, or any "general solicitation or general advertising" as described in the Offering Circular.Regulation D; 2.2 This Agreement, when executed by the Issuer, will have (b) no offering memorandum has been duly authorized and or will be a valid provided to the Subscriber; (c) the financial statements contained in the Public Record accurately reflect the financial position of the Issuer as at their respective dates, and binding agreement no adverse material changes in the financial position of the Issuer have taken place since the date of the Issuer, enforceable in accordance with its terms. 2.3 No defaults exist 's last financial statements contained in the due performance Public Record, except as disclosed in the Public Record; (d) the Company has filed a current annual information form (the "Current AIF") in respect of its fiscal year ended November 30, 2003; (e) the Issuer has filed all documents that it is required to file pursuant to Applicable Securities Laws and all of the documents so filed as part of the Public Record comply with the requirements of the Applicable Securities Laws and contain no untrue statement of a material fact and do not omit to state a material fact that is required to be stated or observance that is necessary to prevent a statement that is made from being false or misleading in the circumstances in which it was made; (f) there has not been any adverse material change in the Company from that disclosed in the Public Record; (g) the Company has not filed any confidential material change reports; (h) since the date of the most recent financial statements contained in the Public Record, the Company has not incurred, assumed or suffered any liability (absolute, accrued, contingent or otherwise) or entered into any transaction which is or may be material to the Company and is not in the ordinary course of business, except as contemplated by this Subscription Agreement or as disclosed in the Public Record; (i) the creation, issuance and sale of the Units and the Securities of which the Units are comprised by the Issuer does not and will not conflict with and does not and will not result in a breach of any material obligationof the terms, term, covenant conditions or condition provisions of its constating documents or any agreement or instrument to which the Issuer is a party or by which it is bound.party; 2.4 Subject to Section 3.3, the Offering Circular does not include nor will it include, through the Offering Termination Date, any untrue statement of a material fact nor does it or will it omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. 2.5 No consent, approval, authorization or other order of any governmental authority is required in connection with the execution or delivery by the Issuer of this Agreement or the issuance and sale by the Issuer of the Securities, except such as may be required under (j) the Securities Act or applicable state securities laws. 2.6 At will, at the time of issue, be duly allotted, validly issued, fully paid and non-assessable and will be free of all liens, charges and encumbrances and the issuance Issuer will reserve sufficient Common Shares in the treasury of the SecuritiesIssuer to enable it to issue Common Shares and Warrant Shares on the conversion of the Preferred Shares and exercise of the Warrants; (k) this Subscription Agreement, when accepted by the Securities Issuer, will have been duly authorized by all necessary corporate action on the part of the Issuer and, subject to acceptance by the Issuer, will constitute a valid obligation of the Issuer legally binding upon the Issuer and validly issuedenforceable in accordance with its terms; (l) the Issuer is an electronic filer under National Instrument 13-101 - System for Electronic Document Analysis and Retrieval (SEDAR); (m) no order ceasing or suspending trading in the securities of the Issuer nor prohibiting sale of such securities has been issued to the Issuer or its directors, officers or promoters and, to the best of the Issuer's knowledge, no investigations or proceedings for such purposes are pending or threatened; (n) the authorized capital of the Issuer consists of 300,000,000 shares divided into 100,000,000 Common shares without par value, 100,000,000 Class A Preferred shares without par value, of which 10,000,000 shares are designated Class A Preference Series A Convertible shares, and upon payment therefor100,000,000 Class B Preference shares with a par value of $50.00 per share, will be of which 10,000,000 are designated Class B Series 1 Preference shares and of which 10,000,000 are designated Class B Series 2 Preference Shares. A total of 27,488,074 of the Common Shares, 30,262 of the Class A Preference Series A Convertible shares and 57,711 Class B Series 1 Preference Shares are issued and outstanding as fully paid and nonassessable and will conform to the description thereof contained in the Offering Circular. 2.7 As of the Effective Date and at the time of any sale of the Securities (collectively, the “Applicable Date”), that none of the Issuer, its members, executive officers, directors, general partners, managing members or officers participating in the Offering or persons who own 20% or more of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any securitynon-assessable; (bo) Involving other than as disclosed in the making of any false filing with Public Record, the Securities and Exchange Commission (the “SEC”); or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing Issuer has no material investments in any conduct other company or practice: (a) In connection with the purchase or sale of any securitybusiness organization; (bp) Involving except as set out in the making Public Record or herein, no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option for the issue or allotment of any false filing with unissued Common Shares or any other security convertible or exchangeable for any such Common Shares or to require the SEC; or (c) Arising out Issuer to purchase, redeem or otherwise acquire any of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser issued or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officeroutstanding Common Shares; (iiq) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is Preferred Shares will have the rights and will be subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, restrictions substantially as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth in this Section 2.7 during Schedule "C" attached hereto; and (r) the Offering Period. 2.8 The Subscriber will rely on the representations and warranties made herein or otherwise provided by the Issuer to the Subscriber in this Section 2 are made as completing the sale and issue of the date hereof and shall be continuing representations and warranties throughout Units to the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent in writing of the fact which makes the representation or warranty untrue or incorrectSubscriber.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Placement Agent thatInitial Purchasers, as of the date hereof (unless otherwise specified), as follows: 2.1 (a) The Preliminary Offering Circular and the Other Materials were as of their respective dates, at the Time of Sale and as of the Closing Date, and the Final Offering Circular is as of the date thereof and as of the Closing Date, accurate in all material respects, and the Preliminary Offering Circular and the Other Materials did not as of their respective dates, at the Time of Sale and as of the Closing Date, and the Final Offering Circular does not as of the date thereof and as of the Closing Date, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading (it being understood that no representation or warranty is made with respect to the omission of information in the Preliminary Offering Circular regarding the final amount of the Offered Notes (as reflected in the Final Offering Circular) or pricing and price-dependent information, which information shall of necessity appear only in the Final Offering Circular). Notwithstanding the foregoing, this representation and warranty does not apply to any statements or omissions made in reliance upon and in conformity with the Initial Purchasers Information. (b) The representations and warranties of the Issuer in the Indenture are true and correct in all material respects. (c) The Issuer has been is duly organized formed and is validly existing as a corporation statutory trust in good standing under the laws of the State of NevadaDelaware, has all requisite with power and authority to enter into this Agreement own its properties and has all requisite power and authority to conduct its business as described in the Preliminary Offering CircularCircular and the Final Offering Circular and to execute, deliver and perform its obligations under the Indenture, to authorize the issuance of the Notes, and to consummate the transactions contemplated by the Indenture. 2.2 This (d) The Notes have been duly authorized, and, when executed, issued and delivered pursuant to the Indenture, duly authenticated by the Indenture Trustee and paid for by the Initial Purchasers in accordance with this Agreement, will be duly and validly executed, authenticated, issued and delivered and entitled to the benefits provided by the Indenture; the Indenture has been duly authorized by the Issuer and, when executed and delivered by the IssuerIssuer and the Indenture Trustee, will have been duly authorized and will be constitute a valid and binding agreement of the Issuer, enforceable against the Issuer in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Issuer or in the event of any moratorium or similar occurrence affecting the Issuer and to general principles of equity; and the Series 2007-2 Notes and the Indenture conform to the descriptions thereof in the Preliminary Offering Circular and the Final Offering Circular in all material respects. 2.3 No defaults exist (e) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or Blue Sky laws of various jurisdictions), required in connection with the due valid and proper authorization, issuance and sale of the Notes by the Issuer have been taken or obtained. (f) The Issuer is not in violation of its organizational documents or in default in its respective performance or observance of any material obligation, termagreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties are bound which would have a material adverse effect on the transactions contemplated in this Agreement or in the Indenture. The execution, delivery and performance of the Indenture, and the issuance and delivery of the Notes and compliance with the terms and provisions thereof will not result in a material breach or violation of any of the terms and provisions of, or constitute a material default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Issuer or any of its properties or any agreement or instrument to which the Issuer is a party or by which it the Issuer is boundbound or to which any of the properties of the Issuer is subject, or the organizational documents of the Issuer; and the Issuer has full power and authority to authorize and issue the Notes as contemplated by this Agreement and the Indenture and to enter into the Indenture. 2.4 Subject (g) Other than as set forth or contemplated in the Preliminary Offering Circular, there are no legal or governmental proceedings pending or, to Section 3.3the knowledge of the Issuer, threatened to which the Offering Circular does not include nor will it includeIssuer is a party or to which any property of the Issuer is the subject which, through if determined adversely to the Offering Termination DateIssuer, any untrue statement of could individually or in the aggregate reasonably be expected to (i) have a material fact nor does it adverse effect on the interests of the holders of the Notes, or will it omit (ii) impair materially the ability of the Issuer to state a material fact required to be stated therein or necessary to make perform its obligations under the statements therein not misleadingIndenture. 2.5 No consent(h) Any taxes, approval, authorization or fees and other order of any governmental authority is required charges in connection with the execution or execution, delivery by the Issuer of this Agreement or the issuance and sale performance by the Issuer of the Securities, except such as may Indenture shall have been paid or will be required under the Securities Act paid by or applicable state securities laws. 2.6 At the time on behalf of the issuance of the Securities, the Securities will have been duly authorized and validly issued, and upon payment therefor, will be fully paid and nonassessable and will conform Issuer at or prior to the description thereof contained in Closing Date to the Offering Circularextent then due. 2.7 As of the Effective Date and at the time of any sale of the Securities (collectively, the “Applicable Date”), that none of the Issuer, its members, executive officers, directors, general partners, managing members or officers participating in the Offering or persons who own 20% or more of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commissionWhen the Series 2007-2 Notes are issued pursuant to the Indenture, authoritythe Offered Notes will be eligible for resale pursuant to Rule 144A and will not be of the same class (within the meaning of Rule 144A under the Act) as securities that are listed on a national securities exchange registered under Section 6 of the Exchange Act, agency or officer;quoted in a U.S. automated inter-dealer quotation system. (iij) Engaging Neither the Issuer nor any person acting on its behalf has offered or sold any Series 2007-2 Notes by means of any general solicitation or general advertising within the meaning of Rule 502(c) under the Act. Neither the Issuer nor any of its affiliates (directly or indirectly) has offered or sold or will offer or sell any Series 2007-2 Notes or similar security in a manner that would render the business issuance and sale of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on the Series 2007-2 Notes a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act, or require registration pursuant thereto, nor will it authorize any person to act in such manner. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission (k) When the Series 2007-2 Notes are issued pursuant to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrectIndenture, the Issuer will immediately notify not be required to be registered as an “investment company” as such term is defined in the Placement Agent in writing Investment Company Act of the fact which makes the representation or warranty untrue or incorrect1940, as amended.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to, and agrees with, each Agent as follows: (a) Registration statements of the Issuer (Nos. 333- and 333- ), relating to securities of the Issuer (collectively the "Registered Securities"), including the Securities, have been filed with the Securities and Exchange Commission (the "Commission") and have become effective (such registration statements, as amended as of the Closing Date (as defined in Section 3(e) hereof), including all material incorporated by reference therein, being hereinafter collectively referred to as the "Registration Statement", and the prospectus dated _______________, 199_, a form of which is included in Registration Statement No. 333-______, as supplemented as of the Closing Date, including all material incorporated by reference therein, being hereinafter referred to as the "Prospectus"). Any reference in this Agreement to amending or supplementing the Prospectus shall be deemed to include the filing of materials incorporated by reference in the Prospectus after the Closing Date and any reference in this Agreement to any amendment or supplement to the Placement Agent that:Prospectus shall be deemed to include any such materials incorporated by reference in the Prospectus after the Closing Date. 2.1 The Issuer has been duly organized (b) On the effective date of each registration statement included in the definition of Registration Statement, such registration statement conformed, and is validly existing on the Closing Date the Prospectus as a corporation then amended or supplemented will conform, in good standing under all respects to the laws requirements of the State Securities Act of Nevada1933 (the "Act"), has all requisite power the Securities Exchange Act of 1934 (the "Exchange Act"), the Trust Indenture Act of 1939 (the "Trust Indenture Act") and authority to enter into this Agreement the rules and has all requisite power and authority to conduct its business as described in the Offering Circular. 2.2 This Agreement, when executed by the Issuer, will have been duly authorized and will be a valid and binding agreement regulations of the IssuerCommission thereunder (the "Rules and Regulations"), enforceable in accordance with and on its terms. 2.3 No defaults exist in the due performance or observance of any material obligationeffective date each registration statement did not, termand such Prospectus will not, covenant or condition of any agreement or instrument to which the Issuer is a party or by which it is bound. 2.4 Subject to Section 3.3, the Offering Circular does not include nor will it include, through the Offering Termination Date, any untrue statement of a material fact nor does it or will it omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading. 2.5 No consentmislead- ing, approval, authorization except that the foregoing does not apply to statements in or other order omissions from any of any governmental authority is required in connection with the execution or delivery by such documents based upon written information furnished to the Issuer of this Agreement or the issuance and sale by the Issuer of the Securities, except such as may be required under the Securities Act or applicable state securities lawsany Agent specifically for use therein. 2.6 At the time of the issuance of the Securities, the Securities will have been duly authorized and validly issued, and upon payment therefor, will be fully paid and nonassessable and will conform to the description thereof contained in the Offering Circular. 2.7 As of the Effective Date and at the time of any sale of the Securities (collectively, the “Applicable Date”), that none of the Issuer, its members, executive officers, directors, general partners, managing members or officers participating in the Offering or persons who own 20% or more of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent in writing of the fact which makes the representation or warranty untrue or incorrect.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Placement Agent thatInitial Purchasers that as of the date hereof and as of the Closing Date: 2.1 The Issuer has been duly organized and is validly existing as a corporation in good standing under (a) (A) At 4:30 p.m. on May 8, 2014, the laws time of the State first contract of Nevada, has all requisite power and authority to enter into this Agreement and has all requisite power and authority to conduct its business as described in the Offering Circular. 2.2 This Agreement, when executed sale by the IssuerInitial Purchasers for any notes (the “Time of Sale”) and as of its date, will have been duly authorized each Additional Disclosure Documents and will be a valid and binding agreement of the Issuer, enforceable in accordance with its terms. 2.3 No defaults exist in the due performance or observance of any material obligation, term, covenant or condition of any agreement or instrument to which the Issuer is a party or by which it is bound. 2.4 Subject to Section 3.3, the Preliminary Offering Circular does Memorandum did not include nor will it include, through the Offering Termination Date, any untrue statement of a material fact nor does it or will it omit to state a any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. 2.5 No consent; and (B) the Offering Memorandum, approval, authorization or other order as of any governmental authority is required in connection with the execution or delivery by the Issuer of this Agreement or the issuance its date and sale by the Issuer as of the SecuritiesClosing Date, except such as may will not include any untrue statement of a material fact or omit to state any material fact required to be required under stated therein or necessary to make the Securities Act or applicable state securities laws. 2.6 At the time statements therein, in light of the issuance of circumstances under which they were made, not misleading; provided, however, that the Securities, the Securities will have been duly authorized and validly issued, and upon payment therefor, will be fully paid and nonassessable and will conform foregoing does not apply to the description thereof information contained in or omitted from the Offering CircularInitial Purchasers Information (as defined in Section 13). 2.7 As of the Effective Date and at the time of any sale of the Securities (collectively, the “Applicable Date”), that none of the Issuer, its members, executive officers, directors, general partners, managing members or officers participating in the Offering or persons who own 20% or more of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving The statements in the making Offering Memorandum under the captions “Description of any false filing with the Securities Management Agreement,” “Description of the Contribution and Exchange Commission (Sale Agreement,” “Description of the Series 2014-2 Notes and the Series 2014-2 Supplement”, “SEC”); orDescription of the Indenture” and “Description of the Transition Agent Agreement,” insofar as they purport to constitute a summary of the principal terms of the Notes and the Series 2014-2 Transaction Documents conform in all material respects to the terms of the Notes and the Series 2014-2 Transaction Documents. (c) Arising out The Issuer is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware. The Issuer is duly qualified to do business in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, except where the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securitiesfailure to be so qualified would not reasonably be expected to have a Material Adverse Effect. 2.7.2 Is subject (d) The Issuer has all necessary limited liability company power and authority to any orderexecute and deliver the Class A-1, judgment Class A-2 and Class B Notes. Each Class A-1, Class A-2 and Class B Note has been duly and validly authorized by the Issuer and, from and after the date on which such Class A or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, thatClass B Note, as the case may be, is executed by the Issuer and authenticated by the Indenture Trustee in accordance with the terms of such Applicable Datethe Indenture and the Series 2014-2 Supplement and delivered to and paid for by the Initial Purchasers in accordance with the terms of this Agreement, restrains shall be validly issued and outstanding and shall constitute a valid and legally binding obligation of the Issuer enforceable against the Issuer in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or enjoins such person from engaging other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether enforceability is considered in a proceeding in equity or continuing in any conduct or practice:at law. (ae) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees has all necessary limited liability company power and authority to immediately notify execute and deliver this Agreement and the Placement Agent if there other Series 2014-2 Transaction Documents to which it is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations party; and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer is and will immediately notify continue to be authorized to perform its obligations under the Placement Agent in writing of Indenture, this Agreement and the fact which makes the representation or warranty untrue or incorrect.other Series 2014-2

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Placement Agent that: 2.1 The Issuer has been duly organized and is validly existing agrees with you as a corporation in good standing under the laws of the State Commencement Date, as of Nevadaeach date on which you solicit offers to purchase Notes following your appointment as an Agent pursuant to a Selling Agency Invitation, has all requisite power and authority to enter into this Agreement and has all requisite power and authority to conduct its business or other reasonable means as described in the Offering Circular. 2.2 This Agreement, when executed agreed by the Issuerparties, will have been duly authorized and will be a valid and binding agreement as of the Issuer, enforceable in accordance with its terms. 2.3 No defaults exist in the due performance or observance of any material obligation, term, covenant or condition of any agreement or instrument to each date on which the Issuer is accepts an offer to purchase Notes (including any purchase by you as principal pursuant to a party Terms Agreement) and as of each date the Issuer issues and delivers Notes, as follows: (a) (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by which it is bound. 2.4 Subject to Section 3.3reference in the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii) each part of the Offering Circular does Registration Statement, when such part became effective, did not include nor contain and each such part, as amended or supplemented, if applicable, will it include, through the Offering Termination Date, not contain any untrue statement of a any material fact nor does it or will it omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder and (iv) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that (1) the representations and warranties set forth in this Section ‎1(a) do not apply (A) to statements or omissions in the Registration Statement or the Prospectus based upon information relating to you furnished to the Issuer in writing by you expressly for use therein or (B) to that part of the Registration Statement that constitutes the Statement of Eligibility (Form T-1) under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), of the Trustee and (2) the representations and warranties set forth in clauses (ii), (iii) and (iv) above, when made as of the Commencement Date or as of any date on which you solicit offers to purchase Notes or on which the Issuer accepts an offer to purchase Notes, shall be deemed not to cover information concerning an offering of particular Notes to the extent such information will be set forth in a supplement to the Base Prospectus (other than the Prospectus Supplement). 2.5 No (b) The Time of Sale Information immediately prior to the time of each sale of the Notes in connection with an offering, as then amended or supplemented, will not contain any untrue statement of a material fact or omit to state any material fact necessary or required in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Time of Sale Information based upon information relating to you furnished to the Issuer in writing by you expressly for use therein. (c) Any free writing prospectus that the Issuer is required to file pursuant to Rule 433(d) under the Securities Act will be filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Issuer is required to file pursuant to Rule 433(d) under the Securities Act will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. In connection with each offering of notes, except for Permitted Free Writing Prospectuses, the Issuer has not prepared, used or referred to, and will not, without the prior written consent of each Agent acting in such capacity in respect of a such offering, use or refer to, any free writing prospectus with respect to such offering of Notes. (d) The Issuer is duly incorporated in, and is validly registered under the laws of, Scotland, and has the power and authority (corporate and other) to own, lease, and operate their properties and conduct their businesses as described in the Time of Sale Information and Prospectus. (e) Each material subsidiary of the Issuer has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation (where such legal concept has relevance), has the corporate power and authority to own, lease and operate its property and to conduct its business as described in the Time of Sale Information and Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires qualification, except to the extent that the failure to be so qualified or be in good standing or the failure to have such power and authority would not have a material adverse effect on the Issuer and their subsidiaries, taken as a whole. (f) Each of this Agreement and any applicable Written Terms Agreement (as hereinafter defined) has been duly authorized, executed and delivered by the Issuer. (g) The Indenture has been duly qualified under the Trust Indenture Act and has been duly authorized, executed and delivered by the Issuer and is a valid and binding agreement of the Issuer, enforceable in accordance with its terms except as the enforceability thereof (i) may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting creditors’ rights generally and (ii) is subject to general principles of equity, regardless of whether such enforceability is considered at a proceeding in equity or at law. (h) [Reserved] (i) The forms of Notes have been duly authorized and established in conformity with the provisions of the Indenture and, when the Notes have been executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof, the legal holders of the Notes will be entitled to the benefits of the Indenture and will be valid and binding obligations of the Issuer, each enforceable in accordance with their respective terms except as the enforceability thereof (i) may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting creditors’ rights generally and (ii) is subject to general principles of equity, regardless of whether such enforceability is considered at a proceeding in equity or at law. (j) The execution and delivery by the Issuer of this Agreement, the Notes, the Indenture, and any applicable Written Terms Agreement, and the performance by the Issuer of its obligations under this Agreement, the Notes, the Indenture, and any applicable Terms Agreement, will not contravene any provision of applicable law or the memorandum and articles of association of the Issuer or any agreement or other instrument binding upon the Issuer or any of their subsidiaries that is material to the Issuer and its subsidiaries, taken as a whole, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Issuer or any of its subsidiaries, and no consent, approval, authorization or other order of of, or qualification with, any governmental authority body or agency is required in connection with for the execution or delivery performance by the Issuer of its obligations under this Agreement or Agreement, the issuance Notes, the Indenture, and sale by the Issuer of the Securitiesany applicable Terms Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Notes; provided, however, that no representation is made or warranty given as to whether the purchase of the Notes constitutes a “prohibited transaction” under Section 406 of the Securities Employee Retirement Income Security Act of 1974, as amended, or applicable state securities lawsSection 4975 of the Internal Revenue Code of 1986, as amended. 2.6 At (k) There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the time condition, financial or otherwise, or in the earnings, business or operations of the issuance Issuer and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Information. (l) There are no legal or governmental proceedings pending or, to the Issuer’s knowledge, threatened to which the Issuer, or any of its subsidiaries is a party or to which any of the Securitiesproperties of the Issuer or any of its subsidiaries are subject that are required to be described in the Registration Statement or the Prospectus and are not so described and there are no statutes, regulations, contracts or other documents that are required to be described in the Securities will have been duly authorized and validly issued, and upon payment therefor, will Registration Statement or the Prospectus or to be fully paid and nonassessable and will conform filed or incorporated by reference as exhibits to the Registration Statement that are not described, filed or incorporated as required. The Time of Sale Information contains in all material respects the same description thereof of the foregoing matters contained in the Offering CircularProspectus. 2.7 As (m) Each of the Effective Date Issuer and at its subsidiaries have all necessary consents, authorizations, approvals, orders, certificates and permits of and from, and have made all declarations and filings with, all federal, state, local and other governmental authorities, all self-regulatory organizations and all courts and other tribunals, to own, lease, license and use their properties and assets and to conduct their business in the time manner described in the Time of Sale Information and Prospectus, except to the extent that the failure to obtain or file would not have a material adverse effect on the Issuer and its subsidiaries, taken as a whole. (n) The Issuer is not, and after giving effect to the offering and sale of the Notes and the application of the proceeds thereof as described in the Prospectus, will not be required to register as, an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (o) Immediately after any sale of Notes by the Securities (collectivelyIssuer hereunder or under any Terms Agreement, the “Applicable Date”), that none aggregate amount of Notes outstanding at any one time will not exceed any limitation thereon which may then be in effect by action of the Board of Directors of the Issuer, its members, executive officers, directors, general partners, managing members or officers participating in the Offering or persons who own 20% or more of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was:. (ap) In connection with the purchase or sale of any security; The Registration Statement has become effective and constitutes an “automatic shelf registration statement” (b) Involving the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing defined in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) Rule 405 of the Securities Exchange Act Act) filed within three years of 1934 (the “Exchange Act”date hereof; the Registration Statement is not the subject of a pending proceeding or examination under Section 8(d) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(18(e) of the Securities Act, section 10(b) ; no notice of objection of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) Commission with respect to the use of the Exchange Registration Statement pursuant to Rule 401(g)(2) under the Securities Act has been received by the Issuer; the Issuer is a “well-known seasoned issuer” as defined in Rule 405, and section 206(1) is not an “ineligible issuer,” as defined in Rule 405 at the “determination dates” relevant to the offering and sale of Notes under the Registration Statement (as described in such definition); no stop order suspending the effectiveness of the Investment Advisers ActRegistration Statement has been issued and no proceeding, to the knowledge of the Issuer, for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. (q) The Issuer hereby acknowledges that the Agents will be acting pursuant to a contractual relationship on an arm’s length basis and in no event do the parties intend that the Agents act or be responsible as a fiduciary to the Issuer, its management, stockholders, creditors or any other person. Each of the Issuer and the Agents hereby expressly disclaim any fiduciary relationship and agree they are each responsible for making their own independent judgments with respect to any transactions entered into between them. Notwithstanding the foregoing, it is understood and agreed that the representations and warranties set forth in Section 1(a)(ii), (iii) and (iv), 1(b), ‎1(i) (except as to due authorization of the Notes) and ‎1(j), when made as of the Commencement Date, or as of any date on which you solicit offers to purchase Notes, with respect to any Notes the payments of principal or interest on which, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction payments with respect to conduct alleged which, will be determined by reference to one or more currency exchange rates, commodity prices, securities of entities unaffiliated with either the United States Postal Service Issuer or its subsidiaries, baskets of such securities, equity indices or other factors, shall be deemed not to constitute a scheme or device for obtaining money or property through address the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation application of the representations set forth in this Section 2.7 during Commodity Exchange Act, as amended, or the Offering Period. 2.8 The representations and warranties made in this Section 2 are made as rules, regulations or interpretations of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent in writing of the fact which makes the representation or warranty untrue or incorrectCommodity Futures Trading Commission.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Placement Agent Guarantors represent and warrant to, and agree with, the several Initial Purchasers that: 2.1 (a) A confidential preliminary offering circular dated March 26, 1997 (the "Preliminary Offering Circular") and a confidential offering circular dated May 14, 1997 (the "Final Offering Circular") relating to the Offered Securities have been prepared by the Issuer. The Preliminary Offering Circular and the Final Offering Circular are hereinafter collectively referred to as the "Offering Document". The Preliminary Offering Circular and the Final Offering Circular, as of their respective dates, do not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Offering Document based upon written information furnished to the Issuer by any Initial Purchaser through Credit Suisse First Boston Corporation ("CSFBC") specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 7(b). The information (the "Additional Issuer Information") required to be delivered to holders and prospective purchasers of the Offered Securities pursuant to Section 4.02 of the Indenture and in accordance with Rule 144A(d)(4) under the Securities Act of 1933, as amended (the "Securities Act"), does not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) The Issuer has been duly organized incorporated and is validly an existing as a corporation in good standing under the laws of the State of NevadaDelaware, has all requisite with power and authority (corporate and other) to enter into this Agreement own its properties and has all requisite power and authority to conduct its business as described in the Offering Circular. 2.2 This Agreement, when executed by the Issuer, will have been duly authorized Document; and will be a valid and binding agreement of the Issuer, enforceable in accordance with its terms. 2.3 No defaults exist in the due performance or observance of any material obligation, term, covenant or condition of any agreement or instrument to which the Issuer is duly qualified to do business as a party foreign corporation in good standing in all other jurisdictions in which its ownership or by which it is bound. 2.4 Subject to Section 3.3, the Offering Circular does not include nor will it include, through the Offering Termination Date, any untrue statement lease of a material fact nor does it property or will it omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. 2.5 No consent, approval, authorization or other order of any governmental authority is required in connection with the execution or delivery by the Issuer of this Agreement or the issuance and sale by the Issuer of the Securities, except such as may be required under the Securities Act or applicable state securities laws. 2.6 At the time of the issuance of the Securities, the Securities will have been duly authorized and validly issued, and upon payment therefor, will be fully paid and nonassessable and will conform to the description thereof contained in the Offering Circular. 2.7 As of the Effective Date and at the time of any sale of the Securities (collectively, the “Applicable Date”), that none of the Issuer, its members, executive officers, directors, general partners, managing members or officers participating in the Offering or persons who own 20% or more of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (c) Arising out of the conduct of its business requires such qualification, except where the business failure to so qualify and be in good standing could not reasonably be expected to have a material adverse effect on the condition (financial or other), business, properties or results of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out operations of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration Relevant Parties taken as a broker, dealer, municipal securities dealer or investment advisor; whole (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stocka "Material Adverse Effect"). 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent in writing of the fact which makes the representation or warranty untrue or incorrect.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Placement Agent Initial Purchaser, as of the date hereof and as of the Closing Date (it being understood that any representation and warranty with respect to the Initial Preliminary Memorandum or the Second Preliminary Memorandum is made as of the date hereof, and any representation and warranty with respect to the Final Memorandum is made as of the Closing Date), that: 2.1 (i) The Initial Preliminary Memorandum, the Second Preliminary Memorandum and any additional information and documents concerning the Purchased Notes, including but not limited to one or more marketing books or preliminary offering circulars, delivered by or on behalf of the Issuer to prospective purchasers of the Purchased Notes (collectively, such additional information and documents, the "Additional Offering Documents"), did not, each as of their respective dates or the date on which such statement was made and, with respect to the Final Memorandum and any Additional Offering Documents, in each case as of the date thereof and as of the Closing Date, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements in each, in light of the circumstances under which they were made, not misleading; provided that (i) no representation or warranty is being made as to the information contained in or omitted from the Final Memorandum or the Additional Offering Documents furnished in writing by or on behalf of the Initial Purchaser referenced in the last sentence of Section 8(a) herein and (ii) no representation or warranty is being made as to any statements or omissions made in any Additional Offering Documents to the extent such statements or omissions were corrected, included or clarified in any subsequent Additional Offering Documents or in the Final Memorandum. (ii) [Reserved]. (iii) The Issuer has been is duly organized and is validly existing as a corporation in good standing under the laws of the State its jurisdiction of Nevadaorganization, has all requisite power and authority necessary to enter into this Agreement own or hold its properties and conduct its business in which it is engaged as described in each Memorandum and has all requisite power and authority licenses necessary to conduct carry on its business as described it is now being conducted and is licensed and qualified in each jurisdiction in which the Offering Circularconduct of its business (including, without limitation, acquisition of Collateral Obligations and performing its obligations hereunder and under the other Transaction Documents) requires such licensing or qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or (financial) of such entity. 2.2 (iv) This AgreementAgreement has been duly authorized, when executed and delivered by the IssuerIssuer and, assuming due authorization, execution and delivery thereof by the other parties hereto, constitutes a valid and legally binding obligation of the Issuer enforceable against the Issuer in accordance with its terms, subject, as to enforcement only, to the effect of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or the application of equitable principles in any proceeding, whether at law or in equity. (v) Each of the other Transaction Documents has been or will have been be, prior to the Closing Date, duly authorized authorized, executed and will be delivered by the Issuer and, assuming due authorization, execution and delivery thereof by the other parties thereto, constitutes a valid and binding agreement of enforceable against the Issuer, enforceable Issuer in accordance with its their respective terms, subject, as to enforcement only, to the effect of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or the application of equitable principles in any proceeding, whether at law or in equity. 2.3 No defaults exist (vi) The Notes have been or will be, prior to the Closing Date, duly authorized, and when executed and authenticated in accordance with the due Indenture and delivered to and paid for by the Initial Purchaser in accordance with this Agreement, the Notes will constitute valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject, as to enforcement only, to the effect of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or the application of equitable principles in any proceeding, whether at law or in equity, and will be entitled to the benefits of the Indenture. (vii) (i) as of the date hereof, other than as set forth in or contemplated by the Initial Preliminary Memorandum or the Second Preliminary Memorandum, and (ii) as of the Closing Date, other than as set forth in or contemplated by the Final Memorandum, there are no legal or governmental proceedings pending to which the Issuer is a party or of which any property or assets of the Issuer are the subject of which could reasonably be expected to materially adversely affect the financial position, stockholders’ or members’ equity or results of operations of the Issuer or on the performance by the Issuer of its obligations hereunder or observance under the other Transaction Documents to which it is a party. (viii) The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party and the consummation by the Issuer and of the transactions contemplated herein and therein and in all documents relating to the Notes will not result in any material obligationbreach or violation of, termor constitute a default under, covenant or condition of any agreement or instrument to which the Issuer is or will, as of the Closing Date, be a party or to which any of its properties or assets are or will be subject, except for such of the foregoing as to which relevant waivers, consents or amendments have been obtained and are in full force and effect or which would not reasonably be expected to have a material adverse effect on the financial position, stockholders’ or members’ equity or results of operations of the Issuer or on the performance by the Issuer of its obligations hereunder or under the other Transaction Documents to which it is boundor will, as of the Closing Date, be a party, nor will any such action result in a violation of the organizational documents of the Issuer or any applicable law. 2.4 Subject (ix) Neither the Issuer nor the pool of Collateral Obligations is, or after giving effect to Section 3.3the transactions contemplated by the Transaction Documents will be, the Offering Circular does not include nor will it include, through the Offering Termination Date, any untrue statement of a material fact nor does it or will it omit to state a material fact required to be stated therein or necessary to make registered as an "investment company" under the statements therein not misleading1940 Act. 2.5 No consent(x) Assuming the Initial Purchaser’s representations herein are true and accurate, approval, authorization or other order of any governmental authority it is required not necessary in connection with the offer, sale and delivery of the Notes in the manner contemplated by this Agreement and each Memorandum to register the Notes under the Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended. (xi) The Notes satisfy the requirements set forth in Rule 144A(d)(3) under the Securities Act. As of the Closing Date, the Notes will not be (i) of the same class as securities listed on a national securities exchange in the United States that is registered under Section 6 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or (ii) quoted in any "automated inter-dealer quotation system" (as such term is used in the Exchange Act) in the United States. (xii) [Reserved]. (xiii) After giving effect to the transfers on or prior to the Closing Date and any contemporaneous releases, the Issuer will own the Collateral Obligations conveyed to it on the Closing Date free and clear of all liens, encumbrances, adverse claims or security interests ("Liens") other than Liens permitted by the Transaction Documents. (xiv) Upon the execution and delivery of the Transaction Documents, payment by the Initial Purchaser for the Purchased Notes and delivery to the Initial Purchaser of the Purchased Notes, the Initial Purchaser will acquire title to the Purchased Notes free of Liens except such Liens as may be created or granted by the Initial Purchaser and those permitted in the Transaction Documents. (xv) No consent, authorization or order of, or filing or registration with, any court or governmental agency is or will, as of the Closing Date, be required for the issuance and sale of the Notes or the execution, delivery and performance by the Issuer of this Agreement or the issuance and sale by the Issuer of the Securitiesother Transaction Documents to which it is a party, except such consents, approvals, authorizations, filings, registrations or qualifications as have been obtained or as may be required under the Securities Act or applicable state securities laws. 2.6 At or blue sky laws or the time rules and regulations of the issuance of the Securities, the Securities will have been duly authorized and validly issued, and upon payment therefor, will be fully paid and nonassessable and will conform to the description thereof contained Financial Industry Regulatory Authority in the Offering Circular. 2.7 As of the Effective Date and at the time of any sale of the Securities (collectively, the “Applicable Date”), that none of the Issuer, its members, executive officers, directors, general partners, managing members or officers participating in the Offering or persons who own 20% or more of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale and delivery of any security;the Notes in the manner contemplated herein. (bxvi) Involving the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, thatThe Collateral Obligations in all material respects will, as of such Applicable the Closing Date, restrains or enjoins such person from engaging or continuing have the characteristics described in any conduct or practice:the Final Memorandum. (axvii) In connection with the purchase or sale of any security;[Reserved]. (bxviii) Involving Each of the making representations and warranties of any false filing with the SEC; orIssuer set forth in each of the other Transaction Documents to which it is a party is or will be true and correct in all material respects. (cxix) Arising out of No adverse selection procedures were used in selecting the conduct of Collateral Obligations from among the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securitiesloans that meet the criteria set forth in the Indenture and that are included in the Assets. 2.7.3 Is subject to a final order (xx) Neither the Issuer nor any affiliate (as defined in Rule 501(b) of a state securities commission Regulation D under the Securities Act (or an agency or officer of a state performing like functions"Regulation D"), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 Issuer nor anyone acting on their behalf has or will have, directly or indirectly (except to or through the “Exchange Act”) Initial Purchaser), sold or section 203(e) offered, or (f) attempted to offer or sell, or solicited any offers to buy, or otherwise approached or negotiated in respect of, any of the Investment Advisers Act Notes and neither the Issuer nor any of 1940 (the “Investment Advisers Act”) that, as of its affiliates will do any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Dateforegoing. As used herein, that, as of such Applicable Date, orders the person to cease terms "offer" and desist from committing or causing a violation or future violation of: (a"sale" have the meanings specified in Section 2(3) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended (xxi) Neither the Issuer nor any affiliate (as defined in Rule 501(b) of Regulation D) of the Issuer has or expelled from membership inwill have directly, or suspended through any agent, sold, offered for sale, solicited offers to buy or barred from association withotherwise negotiated in respect of any security (as defined in the Securities Act) which is or will be integrated with the sale of the Notes in a manner that would require the registration under the Securities Act of the offering contemplated by each Memorandum or engaged in any form of general solicitation or general advertising in connection with the offering of the Notes. (xxii) With respect to any Notes subject to the provisions of Regulation S of the Securities Act, the Issuer has not offered or sold such Notes during the Distribution Compliance Period to a U.S. person or for the account or benefit of a U.S. person (other than the Initial Purchaser). For this purpose, the term "Distribution Compliance Period" and "U.S. person" are defined as such term is defined in Regulation S. (xxiii) The Notes and the Transaction Documents will conform in all material respects to the descriptions thereof in the Second Preliminary Memorandum, except to the extent superseded by the Final Memorandum, and will conform in all material respects to the descriptions thereof in the Final Memorandum. (xxiv) Any taxes, fees, and other governmental charges in connection with the execution and delivery of this Agreement and the other Transaction Documents and the execution, delivery, and sale of the Notes have been or will be paid at or before the Closing Date. (xxv) The Issuer has provided a written representation (the "17g-5 Representations") to each nationally recognized statistical rating organization hired to rate the Notes, which satisfies the requirements of paragraph (a)(3)(iii) of Rule 17g-5 of the Exchange Act, and a copy of which has been delivered to the Initial Purchaser. The Issuer has complied and shall comply, and has caused and shall cause each of its affiliates to comply, with the 17g-5 Representations. (xxvi) No proceeds received by the Issuer in respect of the Notes will be used by the Issuer to acquire any security in any transaction which is subject to Section 13 or 14 of the Exchange Act. (i) To the extent applicable thereto, each of the Issuer and its ERISA Affiliates is in compliance in all material respects with ERISA unless any failure to so comply could not reasonably be expected to have a material adverse effect and (ii) no lien under Section 303(k) of ERISA or Section 430(k) of the Code exists on any of the Assets. As used in this paragraph, the term "ERISA Affiliate" means, with respect to any Person, a corporation, trade or business that is, along with such Person, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed controlled group (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation described in Section 414 of the representations set forth in this Code or Section 2.7 during the Offering Period4001 of ERISA). 2.8 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent in writing of the fact which makes the representation or warranty untrue or incorrect.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Placement Agent thatUnderwriter as follows: 2.1 (a) The Issuer meets the requirements for use of Form S-3 under the Securities Act and has filed with the Commission an automatic shelf registration statement, as defined in Rule 405 of the Rules and Regulations. The Registration Statement, which was initially filed with the Commission under the Securities Act on May 22, 2014, including all amendments thereto filed prior to the Applicable Time, became effective upon filing. No stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or, to the knowledge of the Issuer, threatened by the Commission. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus. Copies of the Registration Statement and each of the amendments thereto have been delivered by the Issuer to you. (b) The Registration Statement conforms, and any further amendments or supplements to the Registration Statement will conform, in all material respects to the requirements of the Securities Act and the Rules and Regulations. The Prospectus and any Preliminary Prospectus each conforms and, as amended or supplemented, will conform, in all material respects to the requirements of the Securities Act and the Rules and Regulations. As of the Effective Date, the Registration Statement did not, and any further amendments to the Registration Statement, when they become effective, will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; as of its date and the date hereof, the Prospectus does not, and as amended or supplemented on the Closing Date, will not, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; the Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Issuer Free Writing Prospectus listed on Schedule II hereto does not conflict with the information included in the Registration Statement and each such Issuer Free Writing Prospectus listed on Schedule II, as supplemented by and taken together with the Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that the representations and warranties set forth in this sentence do not apply to statements or omissions in the Registration Statement, the Prospectus, any Preliminary Prospectus, or any Issuer Free Writing Prospectus or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Issuer by the Underwriter expressly for use therein, which information is specified in Section 13 below. (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Sections 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time the Issuer or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Shares in reliance on the exemption in Rule 163, and (iv) at the Applicable Time (with such date being used as the determination date for purposes of this clause (iv)), the Issuer was or is (as the case may be) a “well-known seasoned issuer” as defined in Rule 405. The Issuer agrees to pay the fees required by the Commission relating to the Shares within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r). (d) The documents incorporated by reference in the Registration Statement, the Prospectus and the Disclosure Package, at the respective times they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act, and none of such documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the Disclosure Package, when such documents are filed with the Commission will conform in all material respects to the requirements of the Exchange Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) Each of the statements made by the Issuer in the Registration Statement, the Disclosure Package and the Prospectus regarding the Issuer’s expectations, plans and intentions, and any other information that constitutes “forward-looking” information within the meaning of the Securities Act and the Rules and Regulations was made or will be made with a reasonable basis and in good faith. Notwithstanding the foregoing, this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with written information furnished to the Issuer by the Underwriter expressly for use in the Registration Statement, any Preliminary Prospectus or the Prospectus. (f) This Agreement has been duly authorized, executed and delivered by the Issuer, and constitutes a valid, legal, and binding obligation of the Issuer, enforceable in accordance with its terms, except as rights to indemnity and contributions hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally, and subject to general principles of equity. The Issuer has full power and authority to enter into and perform this Agreement. (g) The Issuer has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Nevada, has all requisite Texas with corporate power and authority to enter into this Agreement own or lease its properties and has all requisite power and authority to conduct its business as described in the Offering CircularProspectus and the Disclosure Package. Each of the subsidiaries of the Issuer as listed in Exhibit A hereto (collectively, the “Subsidiaries”), has been duly organized or formed and is validly existing as a corporation or limited partnership, as applicable, in good standing under the laws of the jurisdiction of its incorporation, organization or formation with corporate or limited partnership power and authority to own or lease its properties and conduct its business as described in the Prospectus and the Disclosure Package. The Subsidiaries are the only subsidiaries, direct or indirect, of the Issuer. The Issuer and each of the Subsidiaries are duly qualified to transact business and are in good standing in all jurisdictions in which the conduct of their business requires such qualification; except where the failure to be so qualified or to be in good standing would not reasonably be expected (i) to have a material adverse effect on the condition (financial or otherwise), properties, assets, operations, earnings, business, or prospects of the Issuer and its Subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business or (ii) to prevent the consummation of the transactions contemplated hereby (clauses (i) and (ii) are referred to hereinafter as a “Material Adverse Effect”). 2.2 This Agreement(h) The information set forth under the caption “Capitalization” in the Prospectus and the Disclosure Package is true and correct (other than for subsequent issuances of capital stock, when executed by if any, pursuant to employee benefit plans described in the IssuerDisclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and the Prospectus, will as the case may be). All of the Shares conform to the description thereof contained in the Prospectus and the Disclosure Package. The outstanding shares of Common Stock of the Issuer have been duly authorized and will be a valid validly issued and binding agreement are fully paid and non-assessable. The outstanding shares of capital stock or other equity interests of each of the Issuer, enforceable in accordance with its terms. 2.3 No defaults exist in the due performance or observance of any material obligation, term, covenant or condition of any agreement or instrument to which the Issuer is a party or by which it is bound. 2.4 Subject to Section 3.3, the Offering Circular does not include nor will it include, through the Offering Termination Date, any untrue statement of a material fact nor does it or will it omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. 2.5 No consent, approval, authorization or other order of any governmental authority is required in connection with the execution or delivery by the Issuer of this Agreement or the issuance and sale by the Issuer of the Securities, except such as may be required under the Securities Act or applicable state securities laws. 2.6 At the time of the issuance of the Securities, the Securities will Subsidiaries have been duly authorized and validly issued, are fully paid (to the extent required under the applicable limited partnership agreement of such Subsidiary) and upon payment therefornon-assessable (except as such non-assessability may be affected by Sections 153.102, 153.112, 153.202 or 153.210 of the Texas Business Organizations Code with respect to limited partnerships and Sections 101.114, 101.153 or 101.206 of the Texas Business Organizations Code with respect to limited liability companies) and, except as disclosed in the Prospectus and the Disclosure Package, are wholly owned by the Issuer or another Subsidiary free and clear of all liens, pledges, restrictions, encumbrances and equities and claims. The Shares to be issued and sold by the Issuer have been duly authorized and when issued and paid for as contemplated herein will be validly issued, fully paid and nonassessable and will conform non-assessable. (i) The form of certificates for the Shares conforms to the description thereof contained in the Offering Circular. 2.7 As corporate law of the Effective Date jurisdiction of the Issuer’s incorporation. Immediately after the issuance and at the time of any sale of the Securities Shares to the Underwriter, no shares of preferred stock of the Issuer shall be issued and outstanding and no holder of any shares of capital stock, securities convertible into or exchangeable or exercisable for capital stock or options, warrants or other rights to purchase capital stock or any other securities of the Issuer shall have any existing or future right to acquire any shares of preferred stock of the Issuer. (j) No preemptive rights exist with respect to any of the Shares or the issue and sale thereof. Neither the filing of the Registration Statement nor the offering or sale of the Shares as contemplated by this Agreement gives rise to any rights, other than those which have been waived or satisfied, for or relating to the registration of any shares of Common Stock or other securities of the Issuer. Except as disclosed in the Prospectus and the Disclosure Package or otherwise granted pursuant to any employee benefit plans, qualified stock option plans, director compensation arrangements or the employee compensation plans of the Issuer and its Subsidiaries (collectively, the “Applicable DateIssuer Stock Plans”), that none no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligations into shares of capital stock or ownership interests in the Issuer or its Subsidiaries are outstanding. All of the Issuer’s outstanding options, its members, executive officers, directors, general partners, managing members warrants or officers participating in the Offering other rights to purchase or persons who own 20% or more exchange any securities for shares of the Issuer: 2.7.1 Has ’s capital stock have been convictedduly authorized and validly issued, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with conform to the purchase or sale of any security; (b) Involving the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging descriptions thereof contained in the business of securities, insurance or banking; or (iii) Engaging Prospectus and Disclosure Package and were issued in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated compliance with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1and regulations and the terms of any applicable Issuer Stock Plans. (k) The consolidated financial statements of the Securities ActIssuer and the Subsidiaries, section 10(b) together with related notes and schedules as incorporated by reference in the Registration Statement, the Prospectus and the Disclosure Package, present fairly in all material respects the financial position and the results of operations and cash flows of the Exchange Act Issuer and 17 CFR 240.10b-5the consolidated Subsidiaries, section 15(c)(1) of at the Exchange Act indicated dates and section 206(1) of for the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent indicated periods. Such financial statements and related schedules have been prepared in accordance with just and equitable U.S. generally accepted principles of trade. 2.7.7 Has filed accounting, consistently applied throughout the periods involved (as a registrant or issuer“GAAP”), or was or was named except as an underwriter indisclosed therein, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years and all adjustments necessary for a fair presentation of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device results for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent in writing of the fact which makes the representation or warranty untrue or incorrect.such periods have been

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to each of the Placement Agent Underwriters that: 2.1 The Issuer has been duly organized (a) A registration statement on Form S-3 (No. 333-112075), including a prospectus and is validly existing such amendments thereto as a corporation in good standing under the laws of the State of Nevada, has all requisite power and authority to enter into this Agreement and has all requisite power and authority to conduct its business as described in the Offering Circular. 2.2 This Agreement, when executed by the Issuer, will may have been duly authorized required to the date hereof, relating to the Series 2006-1 Registered Notes and will be a valid and binding agreement of the Issuer, enforceable offering thereof from time to time in accordance with its termsRule 415 under the Securities Act of 1933, as amended (the “Securities Act”), has been filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) and such registration statement, as amended, has become effective; such registration statement, as amended, and the prospectus relating to the sale of the Series 2006-1 Registered Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including the base prospectus, any prospectus supplement filed with the Commission pursuant to Rule 424(b) under the Securities Act, the information deemed to be a part thereof pursuant to Rule 430A(b) under the Securities Act, and the information incorporated by reference therein) are referred to herein as the “Registration Statement” and the “Prospectus” respectively; and the conditions to the use of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Securities Act, have been satisfied with respect to the Registration Statement. 2.3 No defaults exist in (b) On the due performance or observance effective date of any material obligation, term, covenant or condition of any agreement or instrument to which the Issuer is a party or by which it is bound. 2.4 Subject to Section 3.3Registration Statement, the Offering Circular does Registration Statement and the Prospectus conformed in all respects to the requirements of the Securities Act, the rules and regulations of the SEC (the “Rules and Regulations”) and the Trust Indenture Act of 1939, as amended, and the rules and regulations thereunder (the “Trust Indenture Act”), and, except with respect to information omitted pursuant to Rule 430A of the Securities Act, did not include nor will it include, through the Offering Termination Date, any untrue statement of a material fact nor does it or will it or, in the case of the Registration Statement, omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (i) on the date of this Agreement, (ii) at the “time of sale” (within the meaning of Rule 159 under the Securities Act, the “Time of Sale”) for each sale of the Series 2006-1 Registered Notes by the Underwriters, and (iii) on the Closing Date, each of (A) the Registration Statement, (B) the Preliminary Prospectus Supplement, dated April 19, 2006 (the “Preliminary Prospectus Supplement”), the Term Sheet, dated April 19, 2006 (the “Term Sheet”), a final Prospectus Supplement (the “Prospectus Supplement”), and the Prospectus, dated March 28, 2006 (together with the Preliminary Prospectus Supplement, the Term Sheet and the final pricing information for the Series 2006-1 Registered Notes (which final pricing information is set forth on Schedule B hereto), the “Disclosure Package”) and (C) the static pool information (within the meaning of Item 1105 of Regulation AB under the Securities Act)(the “Static Pool Data”) will conform in all respects to the requirements of the Securities Act, the Rules and Regulations and the Trust Indenture Act, and none of such documents included or will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to statements in or omissions from the Disclosure Package or the Prospectus, as applicable, based upon written information furnished to the Issuer by the Underwriters (as described in Section 11 hereof), specifically for use therein. 2.5 No (c) The Series 2006-1 Registered Notes are “asset backed securities” within the meaning of, and satisfy the requirements for use of, Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Securities Act have been satisfied with respect to the Registration Statement. The Commission has not issued and, to the best knowledge of the Issuer, is not threatening to issue any order preventing or suspending the use of the Registration Statement. (d) As of the Closing Date, each consent, approval, authorization or order of, or filing with, any court or governmental agency or body which is required to be obtained or made by the Issuer or its affiliates for the consummation of the transactions contemplated by this Agreement shall have been obtained, except as otherwise provided in the Basic Documents. (e) The Indenture has been duly and validly authorized, executed and delivered by the Issuer and, assuming due authorization, execution and delivery by the Trustee, is a valid and binding agreement of the Issuer, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally and the Indenture conforms in all material respects to the description thereof in the Disclosure Package and the Prospectus. The Indenture has been duly qualified under the Trust Indenture Act. (f) The Series 2006-1 Registered Notes have been duly authorized by the Issuer and the Series 2006-1 Registered Notes, when executed by the Issuer and authenticated by the Trustee in accordance with the Indenture, and delivered to the Underwriters against payment therefor in accordance with the terms hereof, will have been validly issued and delivered, and will constitute valid and binding obligations of the Issuer entitled to the benefits of the Indenture and enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance or other similar laws relating to or affecting creditors’ rights generally and court decisions with respect thereto, and the Series 2006-1 Registered Notes will conform in all material respects to the description thereof in the Disclosure Package and the Prospectus. (g) The Issuer is a statutory trust duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and as conducted on the date hereof, and is duly registered and qualified to conduct its business and is in good standing in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification, except where the failure so to register or qualify does not have a material adverse effect on the condition (financial or other), business, prospects, properties, net worth or results of operations of the Issuer. (h) Other than as contemplated by this Agreement or as disclosed in the Disclosure Package and the Prospectus, there is no broker, finder or other party that is entitled to receive from the Issuer or any of its affiliates any brokerage or finder’s fee or other fee or commission as a result of any of the transactions contemplated by this Agreement. (i) There are no legal or governmental proceedings pending or threatened or, to the knowledge of the Issuer contemplated, against the Issuer, or to which the Issuer or any of its properties is subject, that are not disclosed in the Disclosure Package and the Prospectus and which, if adversely decided, would individually or in the aggregate have a material adverse effect on the condition (financial or other), business, properties or results of operations of the Issuer, or would materially and adversely affect the ability of the Issuer to perform its obligations under this Agreement and the other Basic Documents to which it is a party or otherwise materially affect the issuance of the Series 2006-1 Registered Notes or the consummation of the transactions contemplated hereby or by the Basic Documents. (j) Neither the offer, sale or delivery of the Series 2006-1 Registered Notes by the Issuer nor the execution, delivery or performance of this Agreement or the Basic Documents to which it is a party by the Issuer, nor the consummation by the Issuer of the transactions contemplated hereby or thereby (i) requires or will require any consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body, administrative agency or other governmental body, agency or official (except for compliance with the securities or Blue Sky laws of various jurisdictions, the qualification of the Indenture under the Trust Indenture Act and such other consents, approvals or authorizations as shall have been obtained prior to the Closing Date) or conflicts or will conflict with or constitutes or will constitute a breach of, or a default under, the organizational documents of the Issuer; or (ii) conflicts or will conflict with or constitutes or will constitute a breach of, or a default under, in any material respect, any agreement, indenture, lease or other instrument to which the Issuer is a party or by which the Issuer or any of its respective properties may be bound, or violates or will violate in any material respect any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Issuer or any of its respective properties, or will result in the creation or imposition of any governmental lien, charge or encumbrance upon any property or assets of the Issuer pursuant to the terms of any agreement or instrument to which it is a party or by which it may be bound or to which any of its properties is subject other than as contemplated by the Basic Documents. (k) The Issuer has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and the other Basic Documents to which it is required in connection with a party; the execution or and delivery of, and the performance by the Issuer of its obligations under this Agreement and the other Basic Documents to which it is a party have been duly and validly authorized by the Issuer and this Agreement and the other Basic Documents have been duly executed and delivered by the Issuer and constitute the valid and legally binding agreements of the Issuer, enforceable against the Issuer in accordance with their respective terms, except as the enforcement hereof and thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance or other similar laws relating to or affecting creditors’ rights generally and court decisions with respect thereto and subject to the applicability of general principles of equity, and except as rights to indemnity and contribution hereunder and thereunder may be limited by federal or state securities laws or principles of public policy. (l) The statements set forth in each of the Disclosure Package and the Prospectus under the caption “Description of the Notes” insofar as they purport to constitute a summary of the terms of the Series 2006-1 Registered Notes, are accurate, complete and fair. (m) The assignment and delivery of Financed Student Loans by the Sellers and the Seller Eligible Lender Trustees to the Depositor and the Depositor Eligible Lender Trustee, the assignment and delivery of Financed Student Loans by the Depositor and the Depositor Eligible Lender Trustee to the Issuer and the Eligible Lender Trustee, the assignment and delivery of Financed Student Loans by College Loan and the College Loan Eligible Lender Trustee to the Issuer and the Eligible Lender Trustee, and the assignment of the Financed Student Loans by the Issuer and the Eligible Lender Trustee to the Trustee pursuant to the Indenture, will vest in the Trustee, for the benefit of the Noteholders, a first priority perfected security interest in the Financed Eligible Loans, subject to no prior lien, mortgage, security interest, pledge, adverse claim, charge or other encumbrance. (n) The Issuer is not, nor as a result of the issuance and sale of the Series 2006-1 Notes as contemplated hereunder will it become, subject to registration as an “investment company” under the Investment Company Act of 1940, as amended. (o) The representations and warranties made by the Issuer in any Basic Document to which it is a party and made in any Officer’s Certificate of the Securities, except such as may be required under the Securities Act or applicable state securities laws. 2.6 At the time of the issuance of the Securities, the Securities will have been duly authorized and validly issued, and upon payment therefor, Issuer will be fully paid true and nonassessable and will conform to the description thereof contained in the Offering Circular. 2.7 As of the Effective Date and correct at the time of any sale made and on and as of the Securities Closing Date. (collectivelyp) Since the dates of the Disclosure Package and the Prospectus, no material adverse change or any development involving a prospective material adverse change in, or affecting particularly the business or properties of, the Issuer has occurred. (q) The Issuer filed (i) the Preliminary Prospectus Supplement, dated March 28, 2006 (the “Applicable DateInitial Preliminary Prospectus Supplement”), that none of the Issueron March 30, its members, executive officers, directors, general partners, managing members or officers participating in the Offering or persons who own 20% or more of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection 2006 with the purchase or sale of any security; (b) Involving Commission, which filing date was within the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC time period required pursuant to sections 15(bRule 424(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of under the Securities Act, section 10(b(ii) of the Exchange Act and 17 CFR 240.10b-5Preliminary Prospectus Supplement on April 19, section 15(c)(12006 with the Commission, which filing date was within the time period required pursuant to Rule 424(b) of under the Exchange Act and section 206(1) of the Investment Advisers Securities Act, or any other rule or regulation thereunder; or and (biii) Section 5 of the Term Sheet on April 19, 2006 with the Commission, which filing date was within the time period required pursuant to Rule 433(d) under the Securities Act. 2.7.6 Is suspended or expelled from membership in(r) The Issuer is not, or suspended or barred from association with, a member was not at the Time of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just Sale and equitable principles will not be on the Closing Date an “ineligible issuer” (within the meaning of tradeRule 405 under the Securities Act). 2.7.7 Has filed (as a registrant or issuers) Other than the Term Sheet and written communications constituting an electronic road show within the meaning of Rule 433(h) under the Securities Act (the “Road Show Material”), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify has not made any other offer relating to the Placement Agent Series 2006-1 Registered Notes that would constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act). The Issuer has complied with the requirements of Rule 433 under the Securities Act applicable to any “issuer free writing of prospectus” (as defined in Rule 433(h)(1) under the fact which makes Securities Act), including timely filing with the representation or warranty untrue or incorrectCommission, retention where required and legending.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to AMBAC on and as of the Placement Agent thatClosing Date, as follows: 2.1 The Issuer has been (a) it and each of its Subsidiaries (including, without limitation, Northern) is duly organized incorporated and is validly existing as a corporation in good standing under the laws of the State of Nevada, has all requisite power England and authority to enter into this Agreement and has all requisite Wales with full power and authority to conduct its business as described in the Offering Circular., is not in liquidation or receivership and is lawfully qualified to do business in those jurisdictions in which business is conducted by it, except where the failure to so qualify is not reasonably likely to have a material adverse effect on the financial condition, business or results of operations of the Issuer and its Subsidiaries (including, without limitation, Northern) taken as a whole (the "Group") (such effect being hereinafter referred to as a "Material Adverse Effect"); 2.2 This Agreement, when executed by (b) the Issuer, will Transaction Documents have been duly authorized authorised by the Issuer and will be a constitute legal, valid and binding agreement obligations of the Issuer, enforceable against the Issuer in accordance with its their terms., subject only to all applicable insolvency laws affecting the rights of creditors generally and to general principles of equity; 2.3 No defaults exist (c) the Bonds have been duly authorised by the Issuer and, when duly executed, authenticated, issued and delivered in accordance with the Trust Deed, will constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject only to all applicable insolvency laws affecting creditors' rights generally and to general principles of equity; (d) no action or thing is required to be taken, fulfilled or done (including, without limitation, the obtaining of any consent or licence or the making of any filing or registration) for the issue of the Bonds, the carrying out of the other transactions contemplated by the Transaction Documents or the compliance by the Issuer with the terms of the Bonds and the Transaction Documents, except for those which have been obtained and are in full force and effect and not subject to any conditions which require to be satisfied prior to the date hereof and have not been satisfied, and except where the failure to take any such action or fulfill any such requirement would not, individually or in the due performance aggregate, result in a Material Adverse Effect or observance impair the validity or enforceability of the Transaction Documents or the Bonds; (e) the execution and delivery of the Transaction Documents, the issue of the Bonds, the carrying out of the other transactions contemplated by the Transaction Documents and compliance with their terms do not and will not (i) conflict with or result in a breach of any material obligationof the terms or provisions of, termor constitute a default under, covenant the documents constituting the Issuer or condition of Northern or any indenture, trust deed, mortgage or other agreement or instrument to which the Issuer or any other member of the Group is a party or by which it any of them or any of their respective properties is bound., or (ii) infringe any existing applicable law, rule, regulation, judgment, order or decree of any government, governmental body or court, domestic or foreign, having jurisdiction over the Issuer, any such other member of the Group or any of their respective properties or assets or infringe the rules of any stock exchange on which securities of the Issuer are listed, where any such conflict, breach, default or infringement, individually or in the aggregate, is reasonably likely to (x) have a Material Adverse Effect or (y) impair the validity or enforceability of the Transaction Documents or the Bonds; 2.4 Subject (f) other than with respect to Section 3.3, the AMBAC Information (as defined below) (i) the Offering Circular does contains all information with respect to the Issuer, the Group and the Bonds which is material in the context of the issue and offering of the Bonds, (ii) all statements of fact contained in it are true and accurate in all material respects and not include nor will misleading in any material respect, (iii) the opinions and intentions expressed in it includewith regard to the Issuer and to the Group are honestly held, through have been reached after considering all relevant circumstances and are based on reasonable assumptions (it being understood that opinions and intentions necessarily involve uncertainties), (iv) there is no other fact or matter omitted from the Offering Termination Date, any untrue statement of a material fact nor does it or will it omit to state a material fact required to be stated therein or Circular which (x) is necessary to enable investors and their investment advisers to make an informed assessment of the statements assets and liabilities, financial position, profits and losses and prospects of the Issuer and the Group and of the rights attaching to the Bonds, or (y) the omission of which makes any statement therein not misleading. 2.5 No consentmisleading in any material respect, approval, authorization or other order (z) in the context of any governmental authority the issue and offering of the Bonds is required in connection with the execution or delivery material for disclosure therein; and (v) all reasonable enquiries have been made by the Issuer to ascertain such facts and to verify the accuracy of all such information and statements, provided that this Agreement or subsection 2.01(f) shall not apply to statements in the issuance and sale Offering Circular based on written information furnished to the Issuer by the Issuer Lead Managers as defined in the Subscription Agreement (the "Lead Manager Information"), it being understood and agreed that the only such information is the legend concerning over-allotments and stabilisation on page 2 of the Securities, except such as may be required under the Securities Act or applicable state securities laws. 2.6 At the time of the issuance of the Securities, the Securities will have been duly authorized and validly issued, and upon payment therefor, will be fully paid and nonassessable and will conform to the description thereof contained in the Offering Circular. 2.7 As (i) the consolidated financial statements of Northern and its consolidated subsidiaries taken as a whole (the "Northern Consolidated Group") incorporated by reference in the Offering Circular were prepared in accordance with accounting principles generally accepted in, and pursuant to the relevant laws of, the United Kingdom consistently applied and give a true and fair view of the Effective Date and financial position of the Northern Consolidated Group as at the time dates, and the results of any sale operations and changes in financial position of the Securities Northern Consolidated Group as at the dates, and the results of operations and changes in financial position of the Northern Consolidated Group for the periods, in respect of which they have been prepared, and (collectivelyii) since the date of the last audited consolidated financial statements of the Northern Consolidated Group incorporated by reference in the Offering Circular there has been no material adverse change, nor any development involving a prospective material adverse change, in the “Applicable Date”)financial condition, that none business or results of operations of the Northern Consolidated Group; (h) except as disclosed in the Offering Circular, there are no pending actions, suits or proceedings against or involving the Issuer or any other member of the Group or any of their respective properties which, if determined adversely to any such member of the Group, would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or would adversely affect the ability of the Issuer to perform its obligations under the Transaction Documents or the Bonds or which are otherwise material in the context of the issue of the Bonds and, to the best of the Issuer's knowledge, its membershaving made all reasonable enquiries, executive officersno such actions, directors, general partners, managing members suits or officers participating in the Offering or persons who own 20% or more of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any securityproceedings are threatened; (b) Involving the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with no event has occurred or circumstance arisen which, had the Bonds already been issued, would constitute an entity regulated by such commission, authority, agency or officerevent described under "Issuer Events of Default" in the conditions of the Bonds as set out in the Offering Circular; (iij) Engaging neither the Issuer nor any other member of the Group is in default in the business performance or observance of securitiesits obligations under or in respect of any agreement, insurance undertaking or banking; orinstrument to which the Issuer or any other member of the Group is party or by which the Issuer or any other member of the Group may be bound and no event has occurred which would constitute a default under or in respect of such agreement, undertaking or instrument other than, in each case, such defaults that would not, individually or in the aggregate, have a Material Adverse Effect; (iiik) Engaging except as disclosed in savings association or credit union activities; or (b) Constitutes a final order based on a the Offering Circular, neither the Issuer nor any other member of the Group is in violation of any law statute, rule, regulation, decision or regulation order of any governmental agency or body or any court, whether domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, "environmental laws"), owns or operates any real property contaminated with any substance that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is is subject to an order of the SEC any environmental laws, is liable for any off-site disposal or contamination pursuant to sections 15(b) any environmental laws, or 15B(c) of is subject to any claim relating to any environmental laws, which violation, contamination, liability or claim would individually or in the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as aggregate have a broker, dealer, municipal securities dealer or investment advisorMaterial Adverse Effect; (bl) Places limitations since the date of the latest audited financial statements incorporated by reference in the Offering Circular (i) except as disclosed in or contemplated by the Offering Circular no member of the Group has entered into a transaction material to the Group other than those in the ordinary course of business, and (ii) except as disclosed in the Offering Circular, there has been no dividend or distribution of any kind declared, paid or made by the Issuer or any other member of the Group on the activities, functions or operations any class of such person; orits share capital; (cm) Bars such neither the Issuer nor its affiliates nor any person from being associated acting on behalf of any of them have engaged or will engage in any directed selling efforts (as defined in Regulation S under the United States Securities Act of 1933, as amended (the Securities Act")) with any entity or from participating respect to the Bonds; (n) it reasonably believes that there is no substantial US market interest (as defined in Regulation S under the Securities Act) in its debt securities; and (o) except as disclosed in the offering of any pxxxx stock. 2.7.5 Is subject to any order Offering Circular and except as would not have a Material Adverse Effect, (i) each member of the SEC entered within 5 years before any Applicable DateGroup has carried on its business in compliance in all respects with all legal and regulatory requirements applicable to such business, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1the PES Licence, (ii) each member of the Securities ActGroup has all necessary permits, section 10(blicences, authorisations, consents and approvals and has made all necessary filings required under any applicable law, regulation or rule, and has obtained all necessary authorisations, consents and approvals from other persons, required in the conduct of its businesses as they are currently carried on, (iii) no member of the Exchange Act Group has received any notice of proceedings which remain unresolved relating to the revocation or modification of any such permits, licences, authorisations, consents or approvals, and 17 CFR 240.10b-5, section 15(c)(1(iv) no member of the Exchange Act and section 206(1) Group is in breach of, or in default under, any such permits, licences, authorisations, consents or approvals or any applicable law, regulation or rule or any decree, order or judgment applicable to any member of the Investment Advisers ActGroup. (p) The Bonds and the Issuer's obligations under this Insurance Agreement constitute direct, unsecured, (subject to the express term of the Trust Deed and this Insurance Agreement) unconditional and unsubordinated obligations of the Issuer; (q) The PEC Licence has been issued to Northern and there are no breaches or violations of such PES Licence of which the Issuer is aware; and (r) all ring-fencing and other provisions which restrict or limit the Issuer's and its Subsidiaries' business activities, asset dispositions, debt incurrence and corporate guarantees which are material to the Issuer and its Subsidiaries taken as a whole are contained in the Restrictive Documents, the PES Licence, the pending Licence Modifications, the Existing Bonds and not any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership indocuments, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission and all such documents will have been supplied to act constituting conduct inconsistent with just AMBAC and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding its counsel prior to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent in writing of the fact which makes the representation or warranty untrue or incorrecthereof.

Representations and Warranties of the Issuer. The As a condition of the obligation of the Note Purchasers to subscribe and pay for the relevant Notes, the Issuer hereby represents and warrants to the Placement Agent thatArranger and the Note Purchasers and each of them, as at the date of this Agreement and will repeat such representations and warranties as of the Closing Date, as follows: 2.1 The (a) that the financial and other information with respect to the Issuer set out in the Preliminary Prospectus and the Prospectus was prepared in accordance with the requirements of the Prospectus Directive and that the financial information gives a true and fair view of the financial position of the Issuer as at the dates at which it was prepared, and since such dates there has been no material adverse change nor any development or event involving a prospective material adverse change in the condition (financial or otherwise), prospects, results of operations or general affairs of the Issuer from that disclosed in the Preliminary Prospectus and the Prospectus; (b) that the Investor Presentation Material is true and accurate in all material respects, not misleading in any material respect, any opinions, predictions or intentions expressed in the Investor Presentation Material are honestly held or made and are not misleading in any material respect, there are no other facts the omission of which would in the context of the issue of the Notes make any statement in the Investor Presentation Material misleading in any material respect, and all proper enquiries have been made to ascertain or verify the foregoing; (c) that, by reference to the information and statements contained in the Prospectus (as at the date hereof) and the Preliminary Prospectus (as at the date of its publication, except insofar as the information contained therein has been amended, supplemented or deleted in the Prospectus): (i) each of the Preliminary Prospectus and the Prospectus contains all material information with respect to the Issuer, the Portfolio and the Notes (including all information which, according to the particular nature of the Issuer and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer and of the rights attaching to the Notes); (ii) each of the Preliminary Prospectus and the Prospectus does not and, if amended or supplemented, at the date of any such amendment or supplement will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iii) the statements of fact contained in the Prospectus are (and in the Preliminary Prospectus such statements were, and in any supplement to the Prospectus such statements will be), in every material particular respect true and accurate and not misleading and that there are no other facts the omission of which would in the context of the issue of the Notes make any statement in the Prospectus misleading in any material respect; (iv) the statements of intention, opinion, belief or expectation contained in the Prospectus are (and in the Preliminary Prospectus such statements were, and in any supplement to the Prospectus such statements will be), honestly and reasonably made or held; and (v) in respect of the facts and statements referred to in this Clause 7(c), all reasonable enquiries have been and will be made to ascertain all such facts and to verify the accuracy of all such statements; (d) that the Prospectus complies with the Listing Rules and that the Prospectus contains all information required by the law of the jurisdiction of the Issuer's incorporation and otherwise complies with such law to the extent applicable; (e) that the Issuer has been duly organized incorporated and is validly existing as a corporation in good standing public limited company under the laws law of the State its jurisdiction of Nevadaincorporation, has all requisite power is duly qualified to do business in England and authority to enter into this Agreement Wales and has all requisite with full right, power and authority to conduct its business as described in the Offering Circular. 2.2 This AgreementPreliminary Prospectus and the Prospectus and is able lawfully to execute and perform its obligations under the Notes, when executed by this Agreement and the Issuer, will have been duly authorized and will Transaction Documents to which it is expressed to be a valid party and binding agreement it has not taken any corporate action nor, so far as it is aware, have any steps been taken or are pending nor, so far as it is aware, have any legal proceedings been started for (i) the winding-up (voluntary or otherwise), liquidation, dissolution, administration or reorganisation of the Issuer, (ii) the enforcement of any encumbrance over all or a material part of the Issuer's assets or undertaking, (iii) any composition, arrangement or compromise (whether by way of voluntary arrangement or otherwise) with the Issuer's creditors generally, or (iv) for the appointment of a liquidator, receiver, administrative receiver, administrator, trustee, manager or similar officer of the Issuer or of any or all of its assets or undertaking; (f) that this Agreement has been duly authorised, executed and delivered by the Issuer and constitutes, and the issue of the Notes and Transaction Documents to which it is expressed to be a party have been duly authorised by it and when executed, issued and delivered will constitute, legal, valid and binding obligations of the Issuer enforceable against it in accordance with their terms; (g) that the execution and delivery and the performance of the terms of this Agreement and the Transaction Documents (including the issue and distribution of the Notes) by the Issuer are on arm's length terms and do not and will not infringe any law or regulation of its terms. 2.3 No defaults exist jurisdiction of incorporation or, so far as the Issuer is aware, any other law or regulation and are not contrary to the provisions of the Issuer's Memorandum and Articles of Association and other constitutional documents of the Issuer and will not result in any breach of the due performance terms of, or observance of constitute a default under, any material obligationinstrument, term, covenant or condition of any agreement or instrument order to which the Issuer is a party or by which it or its property is bound.; 2.4 Subject to Section 3.3(h) that, upon issue, the Offering Circular does not include nor Notes will constitute direct, unconditional, secured and unsubordinated obligations of the Issuer and that the aggregate principal amount of the Notes is stated to be at least £50 million; (i) that the Notes and obligations of the Issuer under the Trust Deed and the Transaction Documents to which it includeis expressed to be a party will be secured in the manner provided for in the Deed of Charge and with the benefit of the charges, through covenants and other security provided for therein and granted pursuant thereto (subject to any reservations or qualifications on the Offering Termination nature or priority or effectiveness of such security referred to in any of the legal opinions referred to in Clause 13 (Conditions)); (j) that, other than as set out in the Deed of Charge, the Issuer will acquire beneficial ownership of the Loans in the Portfolio on the Closing Date, any untrue statement of a material fact nor does it or will it omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. 2.5 No consentand there exists no mortgage, approvallien, authorization pledge or other order charge or security which would rank in priority to, or pari passu with, the security for the Notes; (k) that, other than as set out in the Transaction Documents, there exists no mortgage, standard security, assignation, lien, pledge or other charge or security on or over any assets, undertaking, property or revenues of any governmental authority is required in connection with the execution or delivery Issuer; (l) that the creation by the Issuer of this Agreement any security over its undertaking and assets in accordance with the terms of the Deed of Charge will not render the Issuer liable to offer or extend the issuance and sale benefit of such security to any persons other than the Security Trustee (as security trustee on behalf of the Secured Creditors); (m) that the floating charge granted by the Issuer under the Deed of Charge either by itself, or when taken together with other charges, relates as of the Securities, except such as may be required under the Securities Act or applicable state securities laws. 2.6 At the time date of the issuance of the Securities, the Securities will have been duly authorized and validly issued, and upon payment therefor, will be fully paid and nonassessable its creation (and will conform relate at all relevant times thereafter), to the description thereof contained in whole or substantially the Offering Circular. 2.7 As of the Effective Date and at the time of any sale of the Securities (collectively, the “Applicable Date”), that none whole of the Issuer, its members, executive officers, directors, general partners, managing members 's property and that any receiver appointed under the Deed of Charge would be a receiver of the whole (or officers participating in substantially the Offering or persons who own 20% or more whole) of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security's property; (bn) Involving that the making of representations and warranties contained in this Agreement and the Transaction Documents are true and accurate in all material respects as at the date hereof and (save to the extent that any false filing with such representations or warranties are amended, deleted or supplemented after the Securities and Exchange Commission (the “SEC”); or (cdate hereof) Arising out as of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Closing Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (bo) Involving that the Issuer is not involved in any governmental, legal, arbitration, insolvency or administration proceedings nor, so far as the Issuer is aware after making all due enquiries, are any such proceedings pending or threatened against it or any of any false its assets or properties (including, without limitation, the filing of documents with the SEC; orcourt or the service of a notice of intention to appoint an administrator); (cp) Arising out of that the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of Issuer has not engaged in any Applicable Date, bars the person fromactivities since its incorporation other than: (i) Association with an entity regulated by such commission, authority, agency or officermatters related to its registration and incorporation under the Companies Xxx 0000; (ii) Engaging in the business of securitiesmaking various changes to its share capital, insurance or banking; ordirectors, secretary, constitutional documents and other appropriate corporate steps; (iii) Engaging in savings association or credit union activities; orthe authorisation and execution of this Agreement and the Transaction Documents; (biv) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order the issue of the SEC Preliminary Prospectus and the Prospectus; (v) the activities referred to or contemplated in this Agreement, the Transaction Documents and the Prospectus; (vi) the authorisation and issue by it of the Notes, and (vii) matters ancillary to any of the foregoing; (q) that all consents, licences, approvals or authorisations of, or registrations or filings with, any governmental or other authority or agency required by law to be obtained by the Issuer in relation to the execution and delivery of this Agreement and the Transaction Documents, the issue and distribution of the Notes, the performance of the terms of this Agreement and the Transaction Documents and the creation of the security pursuant to sections 15(bthe Deed of Charge have been (or will be by the Closing Date) unconditionally obtained and are (or 15B(cwill be by the Closing Date) of the Securities Exchange Act of 1934 in full force and effect; (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”r) that, except for due registration of the Deed of Charge under Section 859A of the Companies Act 2006 (as amended), it is not necessary that any of the Transaction Documents or this Agreement be filed, recorded or enrolled with any Applicable Date: (a) Suspends authority or revokes such person’s registration as a brokerthat any stamp duty, dealerstamp duty reserve tax, municipal securities dealer stamp duty land tax, registration, documentary or investment advisorsimilar tax be paid on or in respect thereof; (bs) Places limitations that the Issuer is resident for United Kingdom tax purposes in the United Kingdom, and it does not have a branch, business establishment or other fixed establishment other than in the United Kingdom; (t) that, subject as described in the Prospectus under the heading "United Kingdom Taxation", (i) payments of principal and interest on the activitiesNotes will be made by the Issuer without withholding or deduction for or on account of, functions any taxes, duties, assessments or operations other charges of such person; or whatever nature imposed, levied, collected, withheld or assessed by the government of the United Kingdom or any political subdivision or authority thereof or therein having the power to tax and (cii) Bars such person from being associated with any entity no stamp or from participating other duty or similar tax is assessable or payable in the offering of any pxxxx stock. 2.7.5 Is subject to any order United Kingdom, in each case in connection with the authorisation, execution, issue or delivery of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders Notes or the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions performance of the federal securities laws including, without limitation, section 17(a)(1) obligations of the Securities Act, section 10(b) of Issuer under this Agreement or the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent in writing of the fact which makes the representation or warranty untrue or incorrect.Transaction Documents;

Representations and Warranties of the Issuer. 8.1 The Issuer hereby represents and warrants to the Placement Agent Subscriber (which representations and warranties will survive the Closing for so long as any Obligations remain outstanding under the terms of the Debenture) that: 2.1 The Issuer has been (a) it is duly organized incorporated, amalgamated, formed, merged or continued, as the case may be, and is validly existing as a corporation in good standing corporation, company or partnership, under the laws of its jurisdiction of formation and is duly qualified, licensed or registered to carry on business under the State laws applicable to it in all jurisdictions in which the nature of Nevadaits property or business makes such qualification necessary except where failure to be so qualified, licensed or registered could not reasonably be expected to have a Material Adverse Effect, (b) it has all requisite corporate or other power and authority to (i) own and operate its property and to carry on the Business carried on by it; and (ii) enter into and perform its obligations under this Agreement and has all requisite power the other Transaction Documents; (c) the execution, delivery and authority to conduct its business as described in performance by the Offering Circular. 2.2 This Issuer of each of this Agreement, when executed by the IssuerDebenture, will have and the Warrant, including, without limitation, the reservation for issuance and the issuance of the Warrants Shares issuable upon exercise of the Warrant, and all other Transaction Documents to which it is a party, has been duly authorized by all corporate and will be other actions required, and each such document has been duly executed and delivered by it, and constitutes a legal, valid and binding agreement of the Issuer, obligation enforceable against it in accordance with its terms., subject to the availability of equitable remedies and the effect of bankruptcy, insolvency and similar laws affecting the rights of creditors generally; 2.3 No defaults exist (d) the execution and delivery of this Agreement, the Debenture, the Warrant, and the delivery of the Warrant Shares issuable upon exercise of the Warrant, and the performance of its obligations hereunder and thereunder and compliance with the terms, conditions and provisions hereof and thereof, did not and will not conflict with or result in a breach of any of the terms, conditions or provisions of (i) its constating documents or by laws, or (ii) any Applicable Law, or (iii) any other contractual restriction binding on or affecting its or its property; (e) the entering into and the performance by the Issuer of this Agreement, the Debenture, and the Warrant, including, without limitation, the reservation for issuance and the issuance of the Warrants Shares issuable upon exercise of the Warrant, and all other Transaction Documents to which it is a party, do not require any filing, notice, consent, approval, authorization or order of any Governmental Authority, except those that have been made or obtained, as applicable; (f) it has no contingent liabilities in excess of the liabilities that are either reflected or reserved against in the due performance or observance of any Issuer’s audited financial statements and interim financial statements which would reasonably be expected to be material obligation, term, covenant or to the financial condition of the Issuer on a consolidated basis; (g) there are no litigation, arbitration or administrative proceedings, or investigations by any agreement Governmental Authority outstanding and there are no proceedings pending or, to its knowledge, threatened, against it, its officers or instrument directors, or in respect of its property, which, if determined adversely to it could have a Material Adverse Effect; (h) there are no expropriation or similar proceedings, actual or threatened, of which the Issuer has notice, or reason to believe such notice is a party pending or by threatened, against its assets, or any material part thereof; (i) it is conducting its Business in compliance in all material respects with all Applicable Laws of each jurisdiction in which it carries on its business; (j) the Issuer is bound.not in default in any material respect under any Material Contract; 2.4 Subject (k) its property is owned by it as the beneficial owner thereof with good and marketable title thereto, free and clear of all Liens (other than Permitted Liens), encumbrances and defects, and any property leased by it is held under a valid, subsisting and enforceable lease; (l) there has been no voluntary or involuntary action taken either by or against the Issuer or any of its Affiliates for winding-up, dissolution, liquidation, bankruptcy, receivership, administration or similar or analogous events in respect of any such Person or all or any material part of its assets or revenues; (m) the Issuer maintains insurance policies with reputable insurers against risks of loss or damage to Section 3.3the properties, assets and business of the Issuer of such types as are customary in the case of Persons engaged in the same or similar businesses to the full insurable value of their respective properties; (n) the audited consolidated financial statements and the related notes thereto of the Issuer for the year ended December 31, 2020 and interim consolidated financial statements and the related notes thereto of the Parent for the nine (9) months ended September 30, 2021 comply in all material respects with the applicable requirements of Applicable Laws and present fairly, in all material respects, the Offering Circular consolidated financial position of the Issuer as of the dates indicated and the results of its operations and the changes in its cash flows for the periods specified, and have been prepared in conformity with GAAP, applied on a consistent basis throughout the periods covered thereby; (o) since December 31, 2020, no event or circumstance has occurred or is contemplated that has had or could reasonably be expected to have a Material Adverse Effect; (p) it is not necessary that this Agreement, the Debenture or the Warrant be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the documents or the transactions contemplated by the documents; (q) any secured and unsubordinated claims of a holder against the Issuer under the Debenture will rank at least pari passu with the claims of all of the Issuer’s other secured creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies; (r) there are no off-balance sheet transactions arrangements, obligations (including contingent obligations) or other relationships of the Issuer with unconsolidated entities or other Persons that may have a material current or future effect on the financial condition, changes in financial condition, results of operations, earnings, cash flow, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses of the Issuer on a consolidated basis or that would reasonably be expected to be material to an investor; (s) all information which has been provided by or on behalf of the Issuer to the Subscriber and its representatives prior to the date hereof was and remains true and correct in all material respects as at the time provided and does not include nor will it includenot, through the Offering Termination Dateas of such time, contain any untrue statement of a material fact nor does it or will it omit to state a material fact required to be stated therein or necessary in order to make the statements therein such information not misleading.; 2.5 No consent(t) the Issuer shall use the proceeds of the Offering in accordance with the Use of Proceeds; (u) it is in compliance in all material respects with all Applicable Laws respecting labor, approvalemployment and employment practices and benefits, authorization terms and conditions of employment and wages and hours; (v) it is not party to any collective bargaining agreement, does not employ any member of a union, believes that its relations with its employees are good and no executive officer has notified it that such officer intends to leave the Issuer or otherwise terminate such officer’s employment with the Issuer; (w) it (i) owns the capital stock or other order comparable equity interests of each of its subsidiaries free and clear of any liens and all of the issued and outstanding shares of such capital stock or comparable equity interests are validly issued and are fully paid, non-assessable and free of preemptive and similar rights, and (ii) has the unrestricted right to vote, and (subject to limitations imposed by applicable law) to receive dividends and distributions on, all capital stock or other comparable equity interests owned; (x) it is not, and for so long the Subscriber holds any Securities will be, an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended; (y) it has made or filed all federal, state and foreign income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject; has paid all taxes and other governmental authority is required assessments and charges that are material in connection with amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith; has set aside on its books provision reasonably adequate for the execution payment of all taxes for periods subsequent to the periods to which such returns, reports or delivery declarations apply; and there are no unpaid taxes in any material amount claimed to be due by the Issuer taxing authority of this Agreement or any jurisdiction, and the issuance and sale by officers of the Issuer know of the Securities, except no basis for any such as may be required under the Securities Act or applicable state securities laws.claim; and 2.6 At the time of the issuance of the Securities, the Securities will have been duly authorized and validly issued, and upon payment therefor, will be fully paid and nonassessable and will conform to the description thereof contained in the Offering Circular. 2.7 As of the Effective Date and at the time of any sale of the Securities (collectively, the “Applicable Date”), that z) none of the Issuer, any of its memberspredecessors, any affiliated issuer, any director, executive officersofficer, directors, general partners, managing members or officers other officer of the Issuer participating in the Offering or persons who own Offering, any beneficial owner of 20% or more of the Issuer: 2.7.1 Has been convicted’s outstanding voting equity securities, within 10 years calculated on the basis of voting power, nor any Applicable Date of any felony or misdemeanor promoter (as that was: (aterm is defined in Rule 405 under the Securities Act) In connection connected with the purchase or Issuer in any capacity at the time of sale of any security; (b) Involving the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (aviii) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of under the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent in writing of the fact which makes the representation or warranty untrue or incorrect.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to to, and agrees with the Placement Agent that: 2.1 (a) The Issuer has been is a corporation duly organized and is organized, validly existing as a corporation and in good standing under the laws of the State of Nevada, has all requisite Nevada with power and authority to enter into this Agreement own its properties and has all requisite power and authority to conduct its business as described in the Offering Circular.Statement; 2.2 This Agreement(b) The authorized, when executed by issued and outstanding capital stock of the IssuerCompany as of March 31, will 2001, is as set forth in the Prospectus under "Capitalization"; all shares of issued and outstanding capital stock of the Company set forth thereunder have been duly authorized authorized, validly issued and will are fully paid and non-assessable; except as set forth in the Prospectus, no options, warrants, or other rights to purchase, agreements or other obligations to issue, or agreements or other rights to convert any obligation into, any shares of capital stock of the Company have been granted or entered into by the Company; and the capital stock conforms to all statements relating thereto contained in the Registration Statement and Prospectus. The issuance and sale of all such capital stock complied in all respects with applicable federal and state securities laws; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. (c) The Issuer shall prepare and file the Offering Statement with the Jurisdictions in which such filing(s) is required, if any and shall use its best efforts to cause the registration or exemption with each such regulatory agency to become effective; (d) The Offering Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make the statements in the Offering Statement, in light of the circumstances under which they are made, not misleading; (e) The execution and delivery of this Agreement, the consummation of the transactions contemplated in this Agreement and compliance with the terms and provision of this Agreement shall not conflict with, or result in a valid and binding agreement breach of, any of the terms or provisions of, or constitute a default under, the Articles of Incorporation, as amended, or the Bylaws of the Issuer, enforceable in accordance with its terms. 2.3 No defaults exist in the due performance or observance of any material obligationindenture, term, covenant mortgage or condition of any other agreement or instrument to which the Issuer is a party or by which it is any of their respective assets or properties are bound. 2.4 Subject to Section 3.3, the Offering Circular does not include nor will it includeor any applicable law, through the Offering Termination Daterule, any untrue statement of a material fact nor does it regulation, judgment, order or will it omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. 2.5 No consent, approval, authorization or other order decree of any government, governmental authority is required in connection with the execution instrumentality or delivery by court, domestic or foreign, having jurisdiction over the Issuer or any of this Agreement its subsidiaries or the issuance and sale by the Issuer any of the Securitiestheir respective assets or properties, except such as may be required under for instances where not material to the Securities Act or applicable state securities laws.Issuer; 2.6 At the time of the issuance of the Securities, the Securities will have (f) This Agreement has been duly authorized authorized, executed and validly issued, and upon payment therefor, will be fully paid and nonassessable and will conform to the description thereof contained in the Offering Circular. 2.7 As of the Effective Date and at the time of any sale of the Securities (collectively, the “Applicable Date”), that none delivered on behalf of the Issuer, its membersand is the valid, executive officers, directors, general partners, managing members or officers participating in the Offering or persons who own 20% or more binding and enforceable obligation of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (bg) Involving the making No authorization, approval, consent or license of any false filing with regulatory body or authority is required for the Securities valid authorization, issuance, sale and Exchange Commission (the “SEC”); or (c) Arising out delivery of the conduct of Stock, or, if so required, all authorizations, approvals, consents and licenses have been obtained and are in full force and effect, except for instances where not material to the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any securityIssuer; (bh) Involving Except as described in the making Prospectus, no default exists in the due performance and observance of any false filing with the SEC; or (c) Arising out term, covenant or condition of the conduct any license, contract, indenture, mortgage, deed of the business of an underwritertrust, brokernote, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations loan or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Actagreement, or any other rule agreement or regulation thereunder; or (b) Section 5 instrument to which the Company is a party or by which the Company may be bound or to which any of the Securities Act. 2.7.6 Is suspended property or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation assets of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 Company are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent in writing of the fact which makes the representation or warranty untrue or incorrect.subject;

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Placement Agent thatto, and agrees with, each Distributor as follows: 2.1 The Issuer has been duly organized and is validly existing as (a) A registration statement (No. 333-_____), including a corporation in good standing under the laws prospectus, relating to $150,000,000 aggregate principal amount of the State of Nevada, has all requisite power and authority to enter into this Agreement and has all requisite power and authority to conduct its business as described in the Offering Circular. 2.2 This Agreement, when executed by the Issuer, will have been duly authorized and will be a valid and binding agreement debt securities of the Issuer, enforceable and a registration statement (No. 33-40233) relating to $50,000,000 aggregate principal amount of debt securities of the Issuer, including the Securities (the "Registered Securities") (including a prospectus which, as supplemented from time to time, shall be used in accordance connection with its termssales of the Securities) have been filed with the Securities and Exchange Commission (the "Commission") and have been declared effective under the Securities Act of 1933, as amended (the "Act"). Such registration statements, as amended as of the Closing Date (as defined in Section 3(e) hereof), are hereinafter collectively referred to as the "Registration Statement," and the prospectus included in registration statement no. 333-____________ as supplemented so as generally to describe the Securities and the terms of the offering of the Securities, including all material incorporated by reference therein, is hereinafter referred to as the "Prospectus." Any reference in this Agreement to amending or supplementing the Prospectus shall be deemed to include the filing of materials incorporated by reference in the Prospectus after the Closing Date and any reference in this Agreement to any amendment or supplement to the Prospectus shall be deemed to include any such materials incorporated by reference in the Prospectus after the Closing Date. 2.3 No defaults exist (b) On the effective date of each part of the Registration Statement, such Registration Statement conformed in all material respects to the due performance or observance requirements of any material obligation, term, covenant or condition of any agreement or instrument to which the Issuer is a party or by which it is bound. 2.4 Subject to Section 3.3Act, the Offering Circular does Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and regulations of the Commission ("Rules and Regulations") and did not include nor will it include, through the Offering Termination Date, any untrue statement of a material fact nor does it or will it omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading, and on the Closing Date, and at each of the times of acceptance and of delivery referred to in Section 6(a) hereof and at each of the times of amendment or supplementing referred to in Section 6(b) hereof (the Closing Date and each such time being herein sometimes referred to as a "Representation Date"), each part of the Registration Statement and the Prospectus as then amended or supplemented will conform in all material respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or will omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, except that the foregoing does not apply to statements in or omissions from any of such documents based upon written information furnished to the Issuer by any Distributor specifically for use therein. 2.5 No consent(c) The Issuer has been duly incorporated and is an existing corporation in good standing under the laws of the State of Minnesota, approvalwith power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; and the Issuer is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification except where the failure to so qualify would not have a material adverse effect on the business, authorization financial condition, results of operations or properties of the Issuer and its subsidiaries taken as a whole (a "Material Adverse Effect"). (d) Each subsidiary of the Issuer has been duly incorporated and is an existing corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; and each subsidiary of the Issuer is duly qualified to do business as a foreign corporation in good standing in all other order jurisdictions in which its ownership or lease of any governmental authority property or the conduct of its business requires such qualification except where the failure to so qualify would not have a Material Adverse Effect; all of the issued and outstanding capital stock of each subsidiary of the Issuer has been duly authorized and validly issued and is required in connection with fully paid and nonassessable; and the execution capital stock of each subsidiary owned by the Issuer, directly or delivery through subsidiaries, is owned free from liens, encumbrances and defects. (e) The Indenture has been duly authorized, executed and delivered by the Issuer and duly qualified under the Trust Indenture Act and constitutes a valid and legally binding obligation of this Agreement or the issuance and sale by the Issuer enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of the Securities, except such as may be required under general applicability relating to or affecting creditors' rights and to general equity principles (regardless of whether enforceability is considered in a proceeding at law or in equity); the Securities Act or applicable state securities laws. 2.6 At have been duly authorized, and when the time of the issuance of the SecuritiesSecurities have been delivered and paid for pursuant to this Agreement, the Securities will have been duly authorized executed, authenticated, issued and validly issued, and upon payment therefor, will be fully paid and nonassessable delivered and will conform in all material respects to the description thereof contained in the Offering CircularProspectus and will constitute valid and legally binding obligations of the Issuer enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (regardless of whether enforceability is considered in a proceeding at law or in equity). 2.7 As (f) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required for the consummation of the Effective Date transactions contemplated by this Agreement in connection with the issuance and at the time of any sale of the Securities by the Issuer, except such as have been obtained and made under the Act and the Trust Indenture Act and such as may be required under state securities or Blue Sky laws. (collectivelyg) The execution, delivery and performance of the Indenture and this Agreement do not, and the completion, execution and issuance of each particular Security in accordance with the Indenture, the “Applicable Date”)sale by the Issuer of such Security in accordance with this Agreement and compliance with the terms and provisions thereof will not, result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Issuer or any subsidiary of the Issuer or any of their properties, or any agreement or instrument to which the Issuer or any such subsidiary is a party or by which the Issuer or any such subsidiary is bound or to which any of the properties of the Issuer or any such subsidiary is subject and which is material to the issuer and its subsidiaries taken as a whole, or the charter or by-laws of the Issuer or any such subsidiary, and the Issuer has full power and authority to authorize, issue and sell the Securities as contemplated by this Agreement. (h) This Agreement (including any agreement with respect to the offering and sale of particular Securities as contemplated by Section 3) has been duly authorized, executed and delivered by the Issuer. (i) Except as disclosed in the Prospectus, the Issuer and its subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, in each case free from liens, encumbrances and defects that none would materially affect the value thereof or materially interfere with the use made or to be made thereof by them; and except as disclosed in the Prospectus, the Issuer and its subsidiaries hold any leased real or personal property under valid and enforceable leases with no exceptions that would materially interfere with the use made or to be made thereof by them. (j) The Issuer and its subsidiaries possess adequate certificates, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by them and have not received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that, if determined adversely to the Issuer or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect. (k) No labor dispute with the employees of the Issuer or any subsidiary exists or, to the knowledge of the Issuer, is imminent that is reasonably likely to result in a Material Adverse Effect. (l) The Issuer and its memberssubsidiaries own, executive officerspossess or can acquire on reasonable terms, directorsadequate trademarks, general partnerstrade names and other rights to inventions, managing members know-how, patents, copyrights, confidential information and other intellectual property (collectively, "intellectual property rights") necessary to conduct the business now operated by them, or officers participating presently employed by them, and have not received any notice of infringement of or conflict with asserted rights of others with respect to any intellectual property rights that, if determined adversely to the Issuer or any of its subsidiaries, would individually or in the Offering aggregate have a Material Adverse Effect. (m) Except as disclosed in the Prospectus, neither the Issuer nor any of its subsidiaries is in violation of any statute, any rule, regulation, decision or persons who own 20% order of any governmental agency or more body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the Issuer: 2.7.1 Has been convictedenvironment or human exposure to hazardous or toxic substances (collectively, within 10 years "environmental laws"), to the knowledge of the Issuer owns or operates any real property contaminated with any substance that is subject to any environmental laws, is liable for any off-site disposal or contamination pursuant to any environmental laws, or is subject to any claim relating to any environmental laws, which violation, contamination, liability or claim would individually or in the aggregate have a Material Adverse Effect; and the Issuer is not aware of any Applicable Date of any felony or misdemeanor that was:pending investigation which might lead to such a claim. (an) In connection with Except as disclosed in the purchase Prospectus, there are no pending actions, suits or proceedings against or affecting the Issuer, any of its subsidiaries or any of their respective properties that, if determined adversely to the Issuer or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect, or would materially and adversely affect the ability of the Issuer to perform its obligations under the Indenture or this Agreement, or which are otherwise material in the context of the sale of any security;the Securities; and, to the Issuer's knowledge, no such actions, suits or proceedings are threatened or contemplated. (bo) Involving The financial statements included or incorporated by reference in the making Registration Statement and Prospectus present fairly the financial position of the Issuer and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles applied on a consistent basis; and the schedules included in the Registration Statement present fairly the information required to be stated therein. (p) Except as disclosed in the Prospectus, since the date of the latest audited financial statements included or incorporated by reference in the Prospectus, there has been no material adverse change, nor any false filing with development or event involving a prospective material adverse change, in the financial condition, business, properties or results of operations of the Issuer and its subsidiaries taken as a whole. (q) The Issuer is not and, after giving effect to the offering and sale of the Securities and Exchange Commission (the “SEC”); orapplication of the proceeds thereof as described in the Prospectus, will not be an "investment company," as defined in the Investment Company Act of 1940. (cr) Arising out Neither the Issuer nor any of its affiliates does business with the government of Cuba or with any person or affiliate located in Cuba within the meaning of Section 517.075, Florida Statutes, and the Issuer agrees to comply with such Section if prior to the completion of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) distribution of the Securities Exchange Act it commences doing such business. (s) Immediately after any sale of 1934 (Securities by the “Exchange Act”) Issuer hereunder or section 203(e) under any Terms Agreement, the aggregate amount of Securities which shall have been issued and sold by the Issuer hereunder or (f) under any Terms Agreement and of any debt securities of the Investment Advisers Act Issuer (other than such Securities) that shall have been issued and sold pursuant to the Registration Statement will not exceed the amount of 1940 (debt securities registered under the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stockRegistration Statement. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent in writing of the fact which makes the representation or warranty untrue or incorrect.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Placement Agent thatInitial Purchaser that as of the date hereof and as of the Closing Date: 2.1 The Issuer has been duly organized and is validly existing as a corporation in good standing under (a) (A) At 2:00 p.m. on January 14, 2011, the laws time of the State first contract of Nevada, has all requisite power and authority to enter into this Agreement and has all requisite power and authority to conduct its business as described in the Offering Circular. 2.2 This Agreement, when executed sale by the Issuer, will have been duly authorized and will be a valid and binding agreement Initial Purchaser for any notes (the “Time of the Issuer, enforceable in accordance with its terms. 2.3 No defaults exist in the due performance or observance of any material obligation, term, covenant or condition of any agreement or instrument to which the Issuer is a party or by which it is bound. 2.4 Subject to Section 3.3Sale”), the Preliminary Offering Circular does Memorandum did not include nor will it include, through the Offering Termination Date, any untrue statement of a material fact nor does it or will it omit to state a any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. 2.5 No consent; and (B) the Offering Memorandum, approval, authorization or other order as of any governmental authority is required in connection with the execution or delivery by the Issuer of this Agreement or the issuance its date and sale by the Issuer as of the SecuritiesClosing Date, except such as may will not include any untrue statement of a material fact or omit to state any material fact required to be required under stated therein or necessary to make the Securities Act or applicable state securities laws. 2.6 At the time statements therein, in light of the issuance of circumstances under which they were made, not misleading; provided, however, that the Securities, the Securities will have been duly authorized and validly issued, and upon payment therefor, will be fully paid and nonassessable and will conform foregoing does not apply to the description thereof information contained in or omitted from the Offering CircularInitial Purchaser Information (as defined in Section 13). 2.7 As of the Effective Date and at the time of any sale of the Securities (collectively, the “Applicable Date”), that none of the Issuer, its members, executive officers, directors, general partners, managing members or officers participating in the Offering or persons who own 20% or more of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving The statements in the making Offering Memorandum under the captions “Description of any false filing with the Securities Management Agreement,” “Description of the Contribution and Exchange Commission (Sale Agreement,” “Description of the Series 2011-1 Notes and the Indenture” and “SEC”); orDescription of the Transition Agent Agreement,” insofar as they purport to constitute a summary of the principal terms of the Notes and the Series 2011-1 Transaction Documents conform in all material respects to the terms of the Notes and the Series 2011-1 Transaction Documents. (c) Arising out The Issuer is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware. The Issuer is duly qualified to do business in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, except where the business failure to be so qualified would not reasonably be expected to have a material adverse effect upon the Issuer or the ability of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor the Issuer to perform any of purchasers of securitiesits obligations under any Series 2011-1 Transaction Document to which it is a party. 2.7.2 Is subject (d) The Issuer has all necessary limited liability company power and authority to any orderexecute and deliver the Notes. Each Note has been duly and validly authorized by the Issuer and, judgment from and after the date on which such Note is executed by the Issuer and authenticated by the Indenture Trustee in accordance with the terms of the Indenture and the Series 2011-1 Supplement and delivered to and paid for by the Initial Purchaser in accordance with the terms of this Agreement, shall be validly issued and outstanding and shall constitute a valid and legally binding obligation of the Issuer enforceable against the Issuer in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or decree other similar laws affecting the enforcement of any court creditors’ rights generally and by general principles of competent jurisdictionequity, entered within 5 years before any Applicable Date, that, as regardless of such Applicable Date, restrains whether enforceability is considered in a proceeding in equity or enjoins such person from engaging or continuing in any conduct or practice:at law. (ae) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees has all necessary limited liability company power and authority to immediately notify execute and deliver this Agreement and the Placement Agent if there other Series 2011-1 Transaction Documents to which it is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations party; and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer is and will immediately notify continue to be authorized to perform its obligations under the Placement Agent in writing of Indenture, this Agreement and the fact which makes the representation or warranty untrue or incorrect.other Series 2011-1

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to, and agrees with, each Distributor as follows: (a) A registration statement (No. 33-33948), including a prospectus, relating to $250,000,000 aggregate principal amount of debt securities of the Issuer, and registration statement (No. 333-51281), relating to $468,000,000 aggregate principal amount of debt securities of the Issuer, including the Securities (together, the "Registered Securities") (including a prospectus which, as supplemented from time to time, shall be used in connection with sales of the Securities) have been filed with the Securities and Exchange Commission (the "Commission") and have been declared effective under the Securities Act of 1933, as amended (the "Act"). Such registration statements, each as amended as of the Closing Date (as defined in Section 3(e) hereof), are hereinafter collectively referred to as the "Registration Statement", and the prospectus included in registration statement no. 333-51281, as supplemented so as generally to describe the Securities and the terms of the offering of the Securities, including all material incorporated by reference therein, is hereinafter referred to as the "Prospectus". Any reference in this Agreement to amending or supplementing the Prospectus shall be deemed to include the filing of materials incorporated by reference in the Prospectus after the Closing Date and any reference in this Agreement to any amendment or supplement to the Placement Agent that:Prospectus shall be deemed to include any such materials incorporated by reference in the Prospectus after the Closing Date. No document has been or will be prepared or distributed in reliance on Rule 434 under the Act. 2.1 (b) On the effective date of each part of the Registration Statement, such Registration Statement conformed in all respects to the requirements of the Act, the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and regulations of the Commission ("Rules and Regulations") and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and on the Closing Date, and at each of the times of acceptance and of delivery referred to in Section 6(a) hereof and at each of the times the Registration Statement or the Prospectus is amended or supplemented, each part of the Registration Statement and the Prospectus as then amended or supplemented will conform in all respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or will omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, except that the foregoing does not apply to statements in or omissions from any of such documents based upon written information furnished to the Issuer by any Distributor specifically for use therein. Hereinafter, each time of acceptance and delivery referred to in Section 6(a) hereof, the Closing Date and each time the Registration Statement or the Prospectus is amended or supplemented will sometimes be referred to as a "Representation Date". (c) The Issuer has been duly organized incorporated and is validly existing as a corporation in good standing under the laws of the State of NevadaDelaware, has all requisite with power and authority (corporate and other) to enter into this Agreement own its properties and has all requisite power and authority to conduct its business as described in the Offering Circular. 2.2 This Agreement, when executed by Prospectus; and the Issuer, will Issuer is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification; all of the issued and outstanding shares of capital stock of the Issuer have been duly authorized and will be validly issued and are fully paid and non-assessable. (d) Each of the Issuer's "significant subsidiaries" (as defined in Rule 1-02(w) of Regulation S-X promulgated by the Commission) has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; and each such subsidiary of the Issuer is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification; all of the issued and outstanding capital stock of each such subsidiary of the Issuer has been duly authorized and validly issued and is fully paid and nonassessable; and the capital stock of each such subsidiary owned by the Issuer, directly or through subsidiaries, is owned free from liens, encumbrances and defects. (e) The Indenture has been duly authorized, executed and delivered by the Issuer and duly qualified under the Trust Indenture Act and constitutes a valid and legally binding agreement obligation of the Issuer, Company enforceable in accordance with its terms. 2.3 No defaults exist in the due performance , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or observance of any material obligation, term, covenant or condition of any agreement or instrument affecting creditors' rights and to which the Issuer is a party or by which it is bound. 2.4 Subject to Section 3.3, the Offering Circular does not include nor will it include, through the Offering Termination Date, any untrue statement of a material fact nor does it or will it omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. 2.5 No consent, approval, authorization or other order of any governmental authority is required in connection with the execution or delivery by the Issuer of this Agreement or the issuance and sale by the Issuer of the Securities, except such as may be required under general equity principles; the Securities Act or applicable state securities laws. 2.6 At have been duly authorized, and when the time of the issuance of the SecuritiesSecurities have been delivered and paid for pursuant to this Agreement, the Securities will have been duly authorized executed, authenticated, issued and validly issued, and upon payment therefor, will be fully paid and nonassessable delivered and will conform to the description thereof contained in the Offering CircularProspectus and will constitute valid and legally binding obligations of the Issuer enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. 2.7 As (f) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required for the consummation of the Effective Date transactions contemplated by this Agreement in connection with the issuance and at the time of any sale of the Securities (collectively, the “Applicable Date”), that none of by the Issuer, its membersexcept such as have been obtained and made under the Act and the Trust Indenture Act and such as may be required under state securities laws. (g) The execution, executive officers, directors, general partners, managing members or officers participating in the Offering or persons who own 20% or more delivery and performance of the Issuer: 2.7.1 Has been convictedIndenture and this Agreement do not, within 10 years and the completion, execution and issuance of each particular Security in accordance with the Indenture, the sale by the Issuer of such Security in accordance with this Agreement and compliance with the terms and provisions thereof will not, result in a breach or violation of any Applicable Date of the terms and provisions of, or constitute a default under, any statute, any rule, regulation or order of any felony governmental agency or misdemeanor body or any court, domestic or foreign, having jurisdiction over the Issuer or any significant subsidiary of the Issuer or any of their properties, or any agreement or instrument to which the Issuer or any such significant subsidiary is a party or by which the Issuer or any such significant subsidiary is bound or to which any of the properties of the Issuer or any such significant subsidiary is subject that was:in each case is material to the issuer and its subsidiaries, taken as a whole, or the charter or by-laws of the Issuer or any such significant subsidiary, and the Issuer has full power and authority to authorize, issue and sell the Securities as contemplated by this Agreement. (ah) In connection This Agreement (including any agreement with respect to the purchase or offering and sale of any security; (bparticular Securities as contemplated by Section 3) Involving has been duly authorized, executed and delivered by the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securitiesIssuer. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by Except as disclosed in the Prospectus, there are no pending actions, suits or proceedings against or affecting the Issuer, any of its subsidiaries or any of their respective properties that, if determined adversely to the Issuer or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the condition (financial or other), business, properties or results of operations of the Issuer and its subsidiaries taken as a whole, or would materially and adversely affect the ability of the Issuer to perform its obligations under the Indenture or this Agreement, or which are otherwise material in the context of the sale of the Securities; and no such commissionactions, authoritysuits or proceedings are threatened or, agency or officer;to the Issuer's knowledge, contemplated. (iij) Engaging The financial statements included in the Registration Statement and Prospectus present fairly the financial position of the Issuer and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and, except as otherwise disclosed in the Prospectus, such financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis; and the schedules included in the Registration Statement present fairly the information required to be stated therein. (k) Except as disclosed in, contemplated by or incorporated by reference in the Prospectus, since the date of the latest audited financial statements included in the Prospectus there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Issuer and its subsidiaries taken as a whole, and, except as disclosed in or contemplated by the Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Issuer on any class of its capital stock (other than any dividend declared and paid in the ordinary course of business of securities, insurance or banking; orthe Issuer and publicly announced by the Issuer). (iiil) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulentThe Issuer is not and, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject after giving effect to an order of the SEC pursuant to sections 15(b) or 15B(c) offering and sale of the Securities Exchange and the application of the proceeds thereof as described in the Prospectus, will not be an "investment company," as defined in the Investment Company Act of 1934 1940. (m) Neither the “Exchange Act”) Issuer nor any of its affiliates does business with the government of Cuba or section 203(e) with any person or (f) affiliate located in Cuba within the meaning of Section 517.075, Florida Statutes, and the Issuer agrees to comply with such Section if prior to the completion of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) distribution of the Securities Actit commences doing such business. (n) Immediately after any sale of Securities by the Issuer hereunder or under any Terms Agreement (as referred to in Section 3(b) below), section 10(b) the aggregate amount of Securities which shall have been issued and sold by the Issuer hereunder or under any Terms Agreement and of any debt securities of the Exchange Act Issuer (other than such Securities) that shall have been issued and 17 CFR 240.10b-5, section 15(c)(1) sold pursuant to the Registration Statement will not exceed the amount of debt securities registered under the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities ActRegistration Statement. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent in writing of the fact which makes the representation or warranty untrue or incorrect.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Placement Agent Collateral Manager that: 2.1 The (a) the Issuer (i) has been duly organized incorporated and registered as an exempted company and is validly existing as a corporation in good standing under the laws of the State of Nevada, Cayman Islands; (ii) has all requisite full power and authority to enter into own the Issuer’s assets and the securities proposed to be owned by the Issuer and included among the Collateral and to transact the business for which the Issuer was incorporated; (iii) is duly qualified under the laws of each jurisdiction where the Issuer’s ownership or lease of property or the conduct of the Issuer’s business requires or the performance of the Issuer’s obligations under this Agreement and the Indenture would require such qualification, except for failures to be so qualified that would not in the aggregate have a material adverse effect on the business, operations, assets or financial condition of the Issuer or the ability of the Issuer to perform its obligations under, or on the validity or enforceability of, this Agreement and the Indenture; and (iv) has all requisite full power and authority to conduct its business as described in the Offering Circular. 2.2 This Agreementexecute, when executed by deliver and perform the Issuer, will ’s obligations hereunder and thereunder; (b) this Agreement and the Indenture have been duly authorized authorized, executed and will be a delivered by the Issuer and constitute legal, valid and binding agreement of agreements enforceable against the Issuer, enforceable Issuer in accordance with their terms except that the enforceability thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws now or hereafter in effect relating to creditors’ rights and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); (c) no consent, approval, authorization or order of or declaration or filing with any government, governmental instrumentality or court or other Person is required for the performance by the Issuer of its terms. 2.3 No defaults exist in duties hereunder or under the due performance Indenture, except those that may be required under state securities or observance “blue sky” laws or the applicable laws of any jurisdiction outside of the United States, and such as have been duly made or obtained; (d) neither the execution, delivery and performance of this Agreement or the Indenture nor the performance by the Issuer of its duties hereunder or under the Indenture (i) conflicts with or will violate or result in a default under the Issuer’s Governing Documents or any material obligation, term, covenant contract or condition of any agreement or instrument to which the Issuer is a party or by which it is or its assets may be bound. 2.4 Subject , or any law, decree, order, rule, or regulation applicable to Section 3.3, the Offering Circular does not include nor will it include, through the Offering Termination Date, any untrue statement of a material fact nor does it or will it omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. 2.5 No consent, approval, authorization or other order of any governmental authority is required in connection with the execution or delivery by the Issuer of any court or regulatory, administrative or governmental agency, body or authority or arbitrator having jurisdiction over the Issuer or its properties, or (other than as contemplated or permitted by the Indenture) will result in a lien on any of the property of the Issuer and (ii) would have a material adverse effect upon the ability of the Issuer to perform its duties under this Agreement or the issuance and sale by Indenture; (e) the Issuer and its Affiliates are not in violation of the Securitiesany federal, except such as may be required under the Securities Act state or applicable state securities laws. 2.6 At the time of the issuance of the Securities, the Securities will have been duly authorized and validly issuedCayman Islands laws or regulations, and upon payment thereforthere is no charge, will be fully paid and nonassessable and will conform investigation, action, suit or proceeding before or by any court or regulatory agency pending or, to the description thereof contained in the Offering Circular. 2.7 As of the Effective Date and at the time of any sale of the Securities (collectively, the “Applicable Date”), that none best knowledge of the Issuer, its membersthreatened that, executive officersin any case, directors, general partners, managing members or officers participating in would have a material adverse effect upon the Offering or persons who own 20% or more ability of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony Issuer to perform its duties under this Agreement or misdemeanor that was: (a) In connection with the purchase or sale of any securityIndenture; (bf) Involving the making Issuer is not an “investment company” under the Investment Company Act; and (g) the assets of the Issuer do not and will not at any time constitute the assets of any false filing with plan subject to the Securities and Exchange Commission (the “SEC”); or (c) Arising out fiduciary responsibility provisions of ERISA or of any plan subject to Section 4975 of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securitiesCode. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent in writing of the fact which makes the representation or warranty untrue or incorrect.

Representations and Warranties of the Issuer. The Issuer hereby represents -------------------------------------------- and warrants to, and agrees with, the Agents that as of the Closing Date, each Representation Date, each Time of Delivery and each date on which the Issuer accepts an offer to purchase Notes from an Agent as follows: (a) The registration statement of the Issuer (No. 333-30786) relating to securities of the Issuer (collectively the "Registered Securities"), including the Notes, has been filed with the Securities and Exchange Commission (the "Commission") and has become effective and no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or, to the Placement Agent that: 2.1 The Issuer has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Nevada, has all requisite power and authority to enter into this Agreement and has all requisite power and authority to conduct its business as described in the Offering Circular. 2.2 This Agreement, when executed by the Issuer, will have been duly authorized and will be a valid and binding agreement knowledge of the Issuer, enforceable threatened (such registration statement, as amended as of the Closing Date (as defined in accordance with its termsSection 3(e) hereof), including all material incorporated by reference therein, being hereinafter collectively referred to as the "Registration Statement" and the related prospectus included in such Registration Statement, as supplemented as of the Closing Date, including all material incorporated by reference therein, being hereinafter referred to as the "Prospectus"). Any reference in this Agreement to amending or supplementing the Prospectus shall be deemed to include the filing of materials incorporated by reference in the Prospectus after the Closing Date and any reference in this Agreement to any amendment or supplement to the Prospectus shall be deemed to include any such materials incorporated by reference in the Prospectus after the Closing Date. 2.3 No defaults exist (i) On the effective date of the Registration Statement (the "Effective Date"), such Registration Statement complied, and on the Closing Date the Prospectus as then amended or supplemented will comply in all material respects with the due performance applicable requirements of the Securities Act of 1933 (the "Act") and the rules thereunder; (ii) on the Effective Date and on the Closing Date the Senior Indenture did or observance will comply in all material respects with the requirements of any material obligation, term, covenant or condition the Trust Indenture Act of any agreement or instrument to which 1939 (the Issuer is a party or by which it is bound. 2.4 Subject to Section 3.3, "Trust Indenture Act") and the Offering Circular does rules thereunder; (iii) on the Effective Date the Registration Statement did not include nor will it include, through the Offering Termination Date, any contain an untrue statement of a material fact nor does it or will it omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iv) on the Effective Date, the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus did not or will not include any untrue statement of a material fact or omit to state any material fact necessary, in order to make the statements, in the light of the circumstances under which they were made, not misleading; except that the foregoing clauses (iii) and (iv) do not apply to statements in or omissions from any of such documents based upon written information furnished to the Issuer by any Agent specifically for use therein or that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee. 2.5 No consent(c) The Senior Indenture has been duly authorized, approval, authorization or other order of any governmental authority is required in connection with the execution or delivery executed and delivered by the Issuer of this Agreement or Issuer, has been duly qualified under the issuance Trust Indenture Act, and sale by constitutes a valid and binding obligation enforceable against the Issuer in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, arrangement, moratorium and other similar laws relating to or affecting the rights and remedies of creditors generally from time to time in effect, and subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law, and subject to limitations on rights to indemnification and contribution under applicable law or equitable principles); and the Securities, except such as may be required under the Securities Act or applicable state securities laws. 2.6 At the time of the issuance of the Securities, the Securities will Notes have been duly authorized and, when executed and validly issuedauthenticated in accordance with the provisions of the Senior Indenture and delivered to and paid for by the purchasers thereof pursuant to this Agreement, will constitute legal, valid and binding obligations of the Issuer entitled to the benefits of the Senior Indenture (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, arrangement, moratorium and other similar laws relating to or affecting the rights and remedies of creditors generally from time to time in effect, and upon payment thereforsubject to general principles of equity, will be fully paid regardless of whether such enforceability is considered in a proceeding in equity or at law, and nonassessable subject to limitations on rights to indemnification and will conform to the description thereof contained in the Offering Circularcontribution under applicable law or equitable principles). 2.7 As (d) None of the Effective Date issue and at the time of any sale of the Securities (collectivelyNotes, the “Applicable Date”)consummation of the transactions herein contemplated or the fulfillment of the terms hereof will conflict with, that none result in a breach of, or constitute a default under, (i) the charter or by-laws of the Issuer or (ii) the terms of any Material Agreement, or (iii) any decree or regulation or order applicable to the Issuer of any U.S. federal or California or Delaware court, governmental authority or agency having jurisdiction over the Issuer, except where the conflict or breach of which in clause (ii) or clause (iii) above would not have a material adverse effect on the Issuer and its members, executive officers, directors, general partners, managing members or officers participating in the Offering or persons who own 20% or more of subsidiaries taken as a whole. "Material Agreements" means all agreements filed as Exhibits to the Issuer: 2.7.1 Has been convicted's most recent Annual Report on Form 10-K, within 10 years Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, pursuant to clause (10) of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; paragraph (b) Involving the making of any false filing with the Securities and Exchange Commission Item 601 of Regulation S-K (the “SEC”); or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business case of securities, insurance Form 10-K or banking; or Form 10-Q) (iii) Engaging but only such agreements that continue to be in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Dateeffect). 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent in writing of the fact which makes the representation or warranty untrue or incorrect.

Representations and Warranties of the Issuer. The Issuer hereby represents represents, warrants to, and warrants to covenants and agrees with, the Placement Agent Underwriter and the Borrower that: 2.1 (a) On the date hereof and on the Closing Date, the statements and information contained in the Preliminary Official Statement and the Official Statement under the headings “THE ISSUER” and “ABSENCE OF MATERIAL LITIGATION—The Issuer,” are and will be true, correct and complete in all material respects, and such statements and information in the Preliminary Official Statement and the Official Statement do not and will not omit any statement or information which is necessary to make such statements and information, in light of the circumstances under which they are made, not misleading in any material respect. (b) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or to the best of the Issuer’s knowledge threatened against the Issuer has been duly organized and is validly existing as a corporation in good standing any way: (1) Affecting the organization of the Issuer, or the legal or corporate existence of the Issuer, or the title of the members of the Issuer to their respective offices, or any powers of the Issuer under the Constitution or the laws of the State pursuant to which the Issuer was created; (2) Seeking to prohibit, restrain or enjoin the issuance, sale or delivery of Nevadathe Bonds or the collection of revenues from the Borrower derived from payments under the Loan Agreement, has all requisite or the pledge thereof; (3) Contesting or affecting the validity or enforceability of the Resolution adopted by the Issuer pursuant to the Act or the Issuer Documents; (4) Contesting the power and authority of the Issuer to enter into this Agreement into, execute and has all requisite power deliver the documents listed in clause (3) above or to consummate the transactions contemplated by such documents and authority to conduct its business as described in the Offering Circular.Preliminary Official Statement and the Official Statement; or 2.2 This Agreement(5) Wherein an unfavorable decision, when executed by ruling or finding would materially adversely affect the Issuer, will have been duly authorized and will be a valid and binding agreement validity or enforceability of the IssuerIssuer Documents, enforceable in accordance with its terms. 2.3 No defaults exist in the due performance or observance of any material obligation, term, covenant financial position or condition of the Issuer or the exclusion from gross income for federal income tax purposes of the interest on the Bonds. (c) The Issuer is not in breach of or default under any applicable law or administrative regulation of the State or of the United States, or any applicable judgment or decree or any loan agreement, indenture, note, resolution, agreement or other instrument to which the Issuer is a party or is otherwise subject, which would impair in any material respect the performance of its obligations under the Issuer Documents. (d) The Issuer is a public body, corporate and politic, duly organized and existing under the laws of the State, established by and acting pursuant to the Act, and has, and at the Closing Date will have, full legal right, power and authority under the Constitution and the laws of the State: (i) to enter into the Issuer Documents; (ii) to adopt the Resolution; (iii) to issue, sell and deliver the Bonds to the Underwriter under the Indenture and as provided herein; (iv) to pledge and assign the revenue, other money, securities, funds, accounts, guarantees, insurance, and other items pledged under the terms of the Indenture, as provision of and security for the payment of the principal of and interest on the Bonds, and to similarly pledge all money, securities and earnings held in the funds and accounts held under the Indenture, all in the manner described in the Resolution, the Indenture and the Loan Agreement; and (v) to carry out, give effect to and consummate all the other transactions contemplated by the Issuer Documents, the Resolution, the Preliminary Official Statement and the Official Statement. (e) The Issuer has duly and validly adopted the Resolution, has duly authorized and approved the use of the Preliminary Official Statement and the Official Statement, and the execution and delivery of the Bonds and the Issuer Documents, and has duly authorized and approved the performance by the Issuer of its obligations contained in, and the taking of any and all action as may be necessary to carry out, give effect to and consummate the transactions contemplated by, each of those documents, and at the Closing Date, the Bonds and the Issuer Documents will constitute the valid, legal and binding obligations of the Issuer (assuming due authorization, execution and delivery by the other parties thereto, where necessary) in accordance with their respective terms, and the Resolution and will be in full force and effect. (f) The Issuer’s execution and delivery of the Bonds and the Issuer Documents, the Issuer’s consummation of the transactions contemplated by such documents, and the Issuer’s fulfillment of or compliance with the terms, conditions or provisions thereof will not conflict with, violate or result in the breach of any of the terms, conditions or provisions of any constitutional provision or statute of the State or of any agreement, instrument, statute, governmental rule or regulation, law and order, judgment or decree to which the Issuer is now a party or by which it is bound, and will not constitute a default under any of the foregoing that has not been waived or consented to in writing by the appropriate party or parties, and will not result in the creation or imposition of any lien, charge, security interest or encumbrance of any nature upon any property or assets of the Issuer prohibited under the terms of any such agreement, instrument, statute, governmental rule or regulation, court order, judgment or decree. 2.4 Subject to Section 3.3(g) Upon delivery of the Bonds, the Offering Circular does Issuer will have good right, full power and lawful authority to pledge and assign the Trust Estate described in the Indenture to the Trustee as provided in the Indenture and the Resolution. (h) The Issuer has complied, and will at the Closing Date be in compliance, in all respects with the Resolution and the Issuer Documents. (i) All approvals, consents, authorization, elections and orders of or filings or registrations with any governmental authority, board, agency or commission having jurisdiction that would constitute a condition precedent to, or the absence of which would materially adversely affect, the performance by the Issuer of its obligations hereunder or under the Bonds or any of the Issuer Documents have been obtained and are in full force and effect. (j) The Issuer, at the expense of the Borrower, will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request to qualify the Bonds for offer and sale under the “blue sky” or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate, provided that in connection therewith the Issuer shall not include nor will it include, through the Offering Termination Date, any untrue statement of a material fact nor does it or will it omit to state a material fact be required to file a general consent to service of process in any jurisdiction. (k) The Issuer shall furnish such information, execute such instruments and take such other action consistent with law as may be stated therein required, and shall otherwise cooperate with the Underwriter in taking all action necessary, to qualify the Bonds for offer and sale and to determine the eligibility for investment in the Bonds under the laws of such jurisdictions as the Underwriter designates and the continuation of such qualification in effect so long as required for distribution of the Bonds; provided, however, that the foregoing will not require the Issuer to consent to service of process in any foreign jurisdiction or necessary to make register as a broker-dealer or qualify as a foreign corporation in any foreign jurisdiction. (l) Any certificate signed by the Executive Director or other authorized officer of the Issuer shall be deemed a representation and warranty by the Issuer to the Underwriter as to the statements therein not misleadingmade therein. 2.5 No consent, approval, authorization or other order (m) The Issuer will cause the proceeds of the Bonds to be deposited with the Trustee in accordance with the Indenture and as contemplated by the Preliminary Official Statement and the Official Statement. (n) The Issuer has not been notified of any governmental authority listing or proposed listing by the Internal Revenue Service to the effect that it is required a bond issuer whose arbitrage certifications may not be relied upon. (o) The Issuer has not taken or omitted to take on or before the date hereof any action that would adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds. (p) All meetings of the governing body of the Issuer at which action was taken in connection with the Issuer Documents and the Bonds were duly and legally called and held, open to the public at all times, and notice of the time and place of each such meeting was given as required by law. (q) The Issuer shall, at the expense of the Borrower, furnish or cause to be furnished to the Underwriter, in such quantities as shall be requested by the Underwriter, copies of the Official Statement and all amendments and supplements thereto, in each case as soon as available. The execution or and delivery of this Bond Purchase Agreement by the Issuer of this Agreement or the issuance and sale by the Issuer of the Securities, except such as may be required under the Securities Act or applicable state securities laws. 2.6 At the time of the issuance of the Securities, the Securities will have been duly authorized and validly issued, and upon payment therefor, will be fully paid and nonassessable and will conform shall constitute a representation to the description thereof contained in the Offering Circular. 2.7 As of the Effective Date and at the time of any sale of the Securities (collectively, the “Applicable Date”), Underwriter that none of the Issuer, its members, executive officers, directors, general partners, managing members or officers participating in the Offering or persons who own 20% or more of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth and warranties contained in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 are made true as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any as of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent in writing of the fact which makes the representation or warranty untrue or incorrecteach Draw Down Date.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Placement Agent thatInitial Purchasers, as of the date hereof (unless otherwise specified), as follows: 2.1 (a) Each of the Preliminary Offering Circular and the Other Materials were as of their respective dates, at the Time of Sale and as of the Closing Date, and the Final Offering Circular is as of the date thereof and as of the Closing Date, accurate in all material respects, and each of the Preliminary Offering Circular and the Other Materials did not as of their respective dates, at the Time of Sale and as of the Closing Date, and the Final Offering Circular does not as of the date thereof and as of the Closing Date, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading (it being understood that no representation or warranty is made with respect to the omission of information in the Preliminary Offering Circular regarding the final amount of the Offered Notes (as reflected in the Final Offering Circular) or pricing and price-dependent information, which information shall of necessity appear only in the Final Offering Circular). Notwithstanding the foregoing, this representation and warranty does not apply to any statements or omissions made in reliance upon and in conformity with the Initial Purchasers Information. (b) The representations and warranties of the Issuer in the Indenture are true and correct in all material respects. (c) The Issuer has been is duly organized formed and is validly existing as a corporation statutory trust in good standing under the laws of the State of NevadaDelaware, has all requisite with power and authority to enter into this Agreement own its properties and has all requisite power and authority to conduct its business as described in the Preliminary Offering CircularCircular and the Final Offering Circular and to execute, deliver and perform its obligations under the Indenture, to authorize the issuance of the Notes, and to consummate the transactions contemplated by the Indenture. 2.2 This (d) The Notes have been duly authorized, and, when executed, issued and delivered pursuant to the Indenture, duly authenticated by the Indenture Trustee and paid for by the Initial Purchasers in accordance with this Agreement, will be duly and validly executed, authenticated, issued and delivered and entitled to the benefits provided by the Indenture; the Indenture has been duly authorized by the Issuer and, when executed and delivered by the IssuerIssuer and the Indenture Trustee, will have been duly authorized and will be constitute a valid and binding agreement of the Issuer, enforceable against the Issuer in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Issuer or in the event of any moratorium or similar occurrence affecting the Issuer and to general principles of equity; and the Series 2011-1 Notes and the Indenture conform to the descriptions thereof in the Preliminary Offering Circular and the Final Offering Circular in all material respects. 2.3 No defaults exist (e) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or Blue Sky laws of various jurisdictions), required in connection with the due valid and proper authorization, issuance and sale of the Notes by the Issuer have been taken or obtained. (f) The Issuer is not in violation of its organizational documents or in default in its respective performance or observance of any material obligation, termagreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties are bound which would have a material adverse effect on the transactions contemplated in this Agreement or in the Indenture. The execution, delivery and performance of the Indenture, and the issuance and delivery of the Notes and compliance with the terms and provisions thereof will not result in a material breach or violation of any of the terms and provisions of, or constitute a material default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Issuer or any of its properties or any agreement or instrument to which the Issuer is a party or by which it the Issuer is boundbound or to which any of the properties of the Issuer is subject, or the organizational documents of the Issuer; and the Issuer has full power and authority to authorize and issue the Notes as contemplated by this Agreement and the Indenture and to enter into the Indenture. 2.4 Subject (g) Other than as set forth or contemplated in the Preliminary Offering Circular, there are no legal or governmental proceedings pending or, to Section 3.3the knowledge of the Issuer, threatened to which the Offering Circular does not include nor will it includeIssuer is a party or to which any property of the Issuer is the subject which, through if determined adversely to the Offering Termination DateIssuer, any untrue statement of could individually or in the aggregate reasonably be expected to (i) have a material fact nor does it adverse effect on the interests of the holders of the Notes, or will it omit (ii) impair materially the ability of the Issuer to state a material fact required to be stated therein or necessary to make perform its obligations under the statements therein not misleadingIndenture. 2.5 No consent(h) Any taxes, approval, authorization or fees and other order of any governmental authority is required charges in connection with the execution or execution, delivery by the Issuer of this Agreement or the issuance and sale performance by the Issuer of the Securities, except such as may Indenture shall have been paid or will be required under the Securities Act paid by or applicable state securities laws. 2.6 At the time on behalf of the issuance of the Securities, the Securities will have been duly authorized and validly issued, and upon payment therefor, will be fully paid and nonassessable and will conform Issuer at or prior to the description thereof contained in Closing Date to the Offering Circularextent then due. 2.7 As of the Effective Date and at the time of any sale of the Securities (collectively, the “Applicable Date”), that none of the Issuer, its members, executive officers, directors, general partners, managing members or officers participating in the Offering or persons who own 20% or more of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commissionWhen the Series 2011-1 Notes are issued pursuant to the Indenture, authoritythe Offered Notes will be eligible for resale pursuant to Rule 144A and will not be of the same class (within the meaning of Rule 144A under the Act) as securities that are listed on a national securities exchange registered under Section 6 of the Exchange Act, agency or officer;quoted in a U.S. automated inter-dealer quotation system. (iij) Engaging Neither the Issuer nor any person acting on its behalf has offered or sold any Series 2011-1 Notes by means of any general solicitation or general advertising within the meaning of Rule 502(c) under the Act. Neither the Issuer nor any of its affiliates (directly or indirectly) has offered or sold or will offer or sell any Series 2011-1 Notes or similar security in a manner that would render the business issuance and sale of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on the Series 2011-1 Notes a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act, or require registration pursuant thereto, nor will it authorize any person to act in such manner. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission (k) When the Series 2011-1 Notes are issued pursuant to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrectIndenture, the Issuer will immediately notify not be required to be registered as an “investment company” as such term is defined in the Placement Agent in writing Investment Company Act of the fact which makes the representation or warranty untrue or incorrect1940, as amended.

Representations and Warranties of the Issuer. (i) The Issuer hereby represents Registration Statement has been filed with the Commission and warrants such Registration Statement, as amended, has become effective; and the conditions to the Placement Agent that: 2.1 The Issuer has been duly organized and is validly existing as use of a corporation in good standing registration statement on Form S-3 under the laws Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement. (ii) As of the State of NevadaClosing Date, has all requisite power the Registration Statement and authority the Prospectus, except with respect to enter into this Agreement and has all requisite power and authority to conduct its business as described in the Offering Circular. 2.2 This Agreement, when executed by the Issuer, will have been duly authorized and will be a valid and binding agreement of the Issuer, enforceable in accordance with its terms. 2.3 No defaults exist in the due performance or observance of any material obligation, term, covenant or condition of any agreement or instrument modification to which the Representative has agreed in writing, shall be in all substantive respects in the form furnished to the Representative before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus that has previously been furnished to the Representative) as the Issuer is a party has advised the Representative, before such time, will be included or by which it is bound.made therein; 2.4 Subject to Section 3.3(iii) On the effective date of the Registration Statement, the Offering Circular does Registration Statement conformed in all material respects with the applicable requirements of the Act and the Rules and Regulations, and did not include nor will it include, through the Offering Termination Date, any untrue statement of a material fact nor does it or will it omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, on the Closing Date, the Registration Statement and the Prospectus will conform in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Issuer or the Company by the Underwriters through the Representative specifically for use in connection with the preparation of the Registration Statement or the Prospectus. 2.5 No consent(b) The Issuer has been duly formed and is validly existing as a Delaware business trust in good standing under the laws of the State of Delaware, approvalwith power and authority to own its properties and conduct its business as described in the Prospectus and to execute, authorization deliver and perform the Indenture, and to authorize the issuance of the Notes, and to consummate the transactions contemplated by the Indenture and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals would have a material adverse effect on each of the Issuer and its subsidiaries (if any), taken as a whole. (c) The execution, delivery and performance by the Issuer of this Agreement, the applicable Terms Agreement and the Indenture and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary business trust action on the part of the Issuer. Neither the execution and delivery by the Issuer of such instruments, nor the performance by the Issuer of the transactions herein or therein contemplated, nor the compliance by the Issuer with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, the Trust Agreement, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Issuer or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other order instrument to which the Issuer is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Issuer's property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Issuer has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Notes have been duly authorized and when validly issued in accordance with the Indenture, duly authenticated by the Indenture Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Prospectus and will be validly issued and entitled to the benefits and security afforded by the Indenture. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, the Indenture will constitute a legal, valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights in general and the rights of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Issuer or in the event of any moratorium or similar occurrence affecting the Issuer and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental authority is agency or body or official (except with respect to the state securities or Blue Sky laws of various jurisdictions), required in connection with the execution or delivery by valid and proper authorization, issuance and sale of the Issuer of Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and sale by the Issuer transfer of the SecuritiesCollateral Certificate pursuant to the Pooling and Servicing Agreement, except such as may have been or will be required under taken or obtained on or before the Securities Act or applicable state securities lawsClosing Date. 2.6 At the time of (f) The Issuer is not now, and following the issuance of the SecuritiesNotes, will not be, required to be registered under the 1940 Act. (g) Except for the Underwriters, the Securities will have been duly authorized and validly issuedIssuer has employed or retained no broker, and upon payment thereforfinder, will be fully paid and nonassessable and will conform to commission agent or other person in connection with the description thereof contained in the Offering Circular. 2.7 As of the Effective Date and at the time of any sale of the Securities (collectivelyNotes, and neither the “Applicable Date”), that none of Company nor the Issuer, its members, executive officers, directors, general partners, managing members Issuer are under any obligation to pay any broker's fee or officers participating commission in the Offering or persons who own 20% or more of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was:connection with such sale. (ah) In connection with the purchase No Early Redemption Event or sale Event of Default or any security; (b) Involving the making of event which after any false filing with the Securities and Exchange Commission (the “SEC”); or (c) Arising out of the conduct of the business of applicable grace period will become an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (Early Redemption Event or an agency Event of Default is subsisting in relation to the Notes or officer any other outstanding notes and no event has occurred which would constitute (after an issue of a state performing like functions), a state authority that supervises notes) an Early Redemption Event or examines banks, savings associations Event of Default or credit unions, a state insurance commission (any event which after any applicable grace period would become an Early Redemption Event or an agency or officer Event of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from:Default. (i) Association with an entity regulated by such commissionBased on information currently available to, authority, agency or officer; (ii) Engaging and in the business of securitiesreasonable belief of, insurance the Issuer, the Issuer is not engaged (whether as defendant or banking; or (iiiotherwise) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulentin, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order nor has the Issuer knowledge of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation existence of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any threat of, any legal, arbitration, administrative or other rule or regulation thereunder; orproceedings the result of which might have a material adverse effect on the Noteholders. (bj) Section 5 As of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Closing Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 are made as of the date hereof Issuer in the Indenture will be true and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent correct in writing of the fact which makes the representation or warranty untrue or incorrectall material respects.

Representations and Warranties of the Issuer. 5.1 The Issuer hereby represents and warrants to the Placement Agent Purchaser, and acknowledges that the Purchaser is relying on these representations and warranties in entering into this Agreement, that: 2.1 The (a) the Issuer has been is a valid and subsisting company, duly organized incorporated and is validly existing as a corporation in good standing under the laws of the State of Nevadajurisdiction in which it was incorporated, has all requisite power and authority to enter into this Agreement and has all requisite power and authority to conduct its business as described in the Offering Circular. 2.2 This Agreementcontinued or amalgamated, when executed by the Issuer, will no proceedings have been duly authorized and will be a valid and binding agreement taken, instituted or, are pending for the dissolution of the Issuer, enforceable in accordance with and the Issuer has all of the requisite corporate power, capacity and authority carry on its terms.businesses as now conducted or proposed to be conducted and to own or lease and operate the property and assets thereof; 2.3 No defaults exist in the due performance or observance of any material obligation, term, covenant or condition of any agreement or instrument to which (b) the Issuer is a party reporting issuer in British Columbia, Alberta and Ontario, and the Issuer is not in material default of any of the requirements of the Applicable Securities Laws; (c) the Issuer is in good standing and licensed, registered or qualified as an extra-provincial or foreign corporation in all jurisdictions where the character of the property or assets thereof owned or leased or the nature of the activities conducted by it make licensing, registration or qualification necessary and is carrying on the business thereof in compliance with all applicable laws, rules and regulations of each such jurisdiction; (d) the Issuer’s subsidiaries (the “Subsidiaries”), if any, are valid and subsisting companies and in good standing under the laws of the jurisdictions in which they were incorporated; (e) the common shares of the Issuer are listed and posted for trading on the Exchange and the Issuer is not in default of any of the listing requirements of the Exchange; (f) upon their issuance, the Unit Shares and the Warrant Shares will be validly issued and outstanding fully paid and non-assessable common shares of the Issuer registered as directed by the Purchaser, and, upon their issuance, the Securities will be free and clear of all liens, charges or encumbrances of any kind whatsoever and will not be subject to a restricted period or statutory hold period which extends beyond four months and one day after the Closing Date, and the certificates representing the Securities shall bear only the following legend: UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [the date which is four months and one day after the Closing Date will be inserted]. WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [the date which is four months and one day after the Closing Date will be inserted]. (g) the Issuer and its Subsidiaries, if any, have good and marketable title to their property and assets free and clear of all liens, charges and encumbrances of any kind whatsoever; (h) the Issuer and its Subsidiaries, if any, hold either directly or indirectly freehold title, mining leases, mining claims or other conventional property, proprietary or contractual interests or rights including interests and rights under option and/or joint venture agreements, recognized in the jurisdiction in which a particular property is located, in respect of the ore bodies and minerals located in properties in which they have an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit them to explore the minerals relating thereto, all such property, leases or claims and all property, leases or claims in which they have any interest or right have been validly located and recorded in accordance with all applicable laws and are valid and subsisting, they have all necessary surface rights, access rights and other necessary rights and interests relating to the properties in which they have an interest granting them the right and ability to explore for minerals, ore and metals for development purposes as are appropriate in view of the rights and interest therein of it, with only such exceptions as do not interfere with the use made by them of the rights or interests so held, and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in the name of the Issuer or its Subsidiaries, if any, as applicable; (i) the Issuer and its Subsidiaries, if any, hold all licences and permits that are required for carrying on their business in the manner in which such business has been carried on and the Issuer and its Subsidiaries, if any, have the corporate power and capacity to own the assets owned by them and to carry on the business carried on by them and they are duly qualified to carry on business in all jurisdictions in which they carry on business; (j) the audited consolidated financial statements of the Issuer for the years ended December 31, 2011 and December 31, 2010 (the “Audited Financial Statements”) together with the auditors' report thereon and the notes thereto, have been prepared in accordance with international financial reporting standards applied on a basis consistent with prior periods (except as disclosed in such consolidated financial statements), and present fairly the financial condition and position of the Issuer on a consolidated basis as at the dates thereof and such consolidated financial statements contain no direct or implied statement of a material fact which is untrue on the date of such consolidated financial statements and do not omit to state any material fact which is required by international financial reporting standards or by applicable law to be stated or reflected therein or which it is bound.necessary to make the statements contained therein not misleading; 2.4 Subject (k) since December 31, 2011: (i) the Issuer has not paid or declared any dividend or incurred any material capital expenditure or made any commitment therefor except in the ordinary course of business in connection with its mineral exploration activities; (ii) the Issuer has not incurred any obligation or liability, direct or indirect, contingent or otherwise, except in the ordinary course of business and which is not, and which in the aggregate are not, material; and (iii) the Issuer has not entered into any material transaction, except in each case as disclosed in the Information; (l) the auditors of the Issuer who audited the Audited Financial Statements and who provided their audit report thereon are independent public accountants within the meaning of the applicable securities laws; (m) except as disclosed in the Information, there are no material actions, suits, judgments, investigations or proceedings of any kind whatsoever outstanding, pending or, to Section 3.3the best of its knowledge, threatened against or affecting the Offering Circular does Issuer or its Subsidiaries, if any, at law or in equity or before or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau or agency of any kind whatsoever and, to the best of the Issuer’s knowledge, there is no basis therefor; (n) each of the documents which is part of the Information is, as of the date thereof, in compliance in all material respects with the Applicable Securities Laws and did not include nor will it include, through the Offering Termination Date, contain any untrue statement of a material fact nor does it or will it omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and such documents collectively constitute full, true and plain disclosure of all material facts relating to the Issuer and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading., as of the date hereof. There is no fact known to the Issuer which the Issuer has not publicly disclosed which materially adversely affects, or so far as the Issuer can reasonably foresee, will materially adversely affect, the assets, liabilities (contingent or otherwise), capital, affairs, business, prospects, operations or condition (financial or otherwise) of the Issuer or the ability of the Issuer to perform its obligations under this Agreement or which would otherwise be material to any person intending to make an equity investment in the Issuer; 2.5 No consent(o) the Issuer is in compliance with all timely disclosure obligations under the Applicable Securities Laws and, approvalwithout limiting the generality of the foregoing, there has not occurred any material adverse change in the assets, liabilities (contingent or otherwise), capital, affairs, business, prospects, operations or condition (financial or otherwise) of the Issuer which has not been publicly disclosed and none of the documents filed by or on behalf of the Issuer pursuant to the applicable securities laws contain a misrepresentation (as such term is defined in the BC Act) as at the date thereof; (p) the Issuer maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are completed in accordance with the general or a specific authorization of management of the Issuer; (ii) transactions are recorded as necessary to permit the preparation of consolidated financial statements for the Issuer in conformity with international financial reporting standards and to maintain asset accountability; (iii) access to assets of the Issuer is permitted only in accordance with the general or a specific authorization of management of the Issuer; and (iv) the recorded accountability for assets of the Issuer is compared with the existing assets of the Issuer at reasonable intervals and appropriate action is taken with respect to any differences therein; (q) the Issuer is authorized to issue, among other things, an unlimited number of Shares, of which, as of the date hereof 56,747,693 Shares were issued and outstanding as fully paid Shares; (r) no order ceasing or suspending trading in the securities of the Issuer nor prohibiting sale of such securities has been issued to the Issuer and to the best of the Issuer’s knowledge no investigations or proceedings for such purposes are pending or threatened; (s) no person has any agreement, option, right or privilege (whether pre-emptive, contractual or otherwise) capable of becoming an agreement for the purchase, acquisition, subscription for or issue of any of the unissued shares or other order securities of the Issuer, except pursuant to the outstanding options, warrants and preferred shares disclosed in the Information; (t) the issue of the Securities will not be subject to or trigger any governmental authority is required in connection with the execution pre-emptive right or delivery other contractual right to purchase securities granted by the Issuer or to which the Issuer is subject and which has not been waived; (u) the Issuer has full corporate power and authority to enter into this Agreement and to do all acts and things and execute and deliver all documents as are required hereunder to be done, observed, performed or executed and delivered by it in accordance with the terms hereof and the Issuer has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and to observe and perform the provisions of this Agreement in accordance with the provisions hereof including, without limitation, the issue of the Securities to the Purchaser; (v) this Agreement constitutes a binding obligation of the Issuer enforceable in accordance with its terms, subject to the laws relating to creditors’ rights generally and equitable remedies; (w) none of the creation, issuance and sale of the Securities by the Issuer, the execution and delivery of this Agreement, the compliance by the Issuer with the provisions of this Agreement or the issuance and sale by the Issuer consummation of the Securitiestransactions contemplated herein, do or will (i) require the consent, approval, or authorization, order or agreement of, or registration or qualification with, any governmental agency, body or authority, court, stock exchange, securities regulatory authority or other person, except (A) such as have been obtained, or (B) such as may be required under the Securities Act or applicable state securities laws. 2.6 At laws and the time policies and rules of the issuance Exchange and will be obtained by the Closing Date, or (ii) conflict with or result in any breach or violation of any of the Securitiesprovisions of, or constitute a default under, or create a state of facts which after notice or lapse of time, or both, would constitute a default under any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Securities will have been duly authorized and validly issuedIssuer is a party or by which it or any of its properties or assets is bound, and upon payment thereforor the constitution, will be fully paid and nonassessable and will conform to the description thereof contained in the Offering Circular. 2.7 As articles or by-laws or any other constating document of the Effective Date and at Issuer or any resolution passed by the time of directors (or any sale of the Securities (collectively, the “Applicable Date”), that none committee thereof) or shareholders of the Issuer, its membersor any statute or any judgment, executive officersdecree, directorsorder, general partnersrule, managing members policy or officers participating in regulation of any court, governmental authority, arbitrator, stock exchange or securities regulatory authority applicable to the Offering Issuer or persons who own 20% or more any of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony properties or misdemeanor that was: (a) In connection with the purchase or sale of any securityassets thereof; (bx) Involving the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (c) Arising out there exists no continuing liabilities or obligations of the conduct Issuer in respect of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions business, actions or operations agreements of such personthe Issuer prior to April 5, 2010; orand (cy) Bars such person from being associated with any entity inspection or from participating investigation by or in the offering behalf of Subscriber shall not limit or affect any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth or express or implied warranties of Issuer which are contained herein or which are to be included or implied in this Section 2.7 during any document, instrument or agreement to be delivered at the Offering PeriodClosing. 2.8 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent in writing of the fact which makes the representation or warranty untrue or incorrect.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Placement Agent thatCollateral Manager as follows: 2.1 (a) The Issuer has been duly organized incorporated and is validly existing as a corporation in good standing an exempted limited partnership under the laws of the State of NevadaCayman Islands, has all requisite the full power and authority to enter into own its assets and the obligations proposed to be owned by it and included in the Assets and to transact the business in which it is presently engaged and is duly qualified under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires, or the performance of its obligations under this Agreement, the Indenture, the Servicing Agreement, the Note Purchase Agreement, the Master Purchase Agreement, the Master Co-Lender Agreement, the Account Control Agreement, any Cap Agreement, any Issuer Subsidiary Funding and Security Agreement and or the Notes (collectively, the “Issuer Documents”) would require, such qualification, except for failures to be so qualified, authorized or licensed that would not in the aggregate have a material adverse effect on the business, operations, assets or financial condition of the Issuer. (b) The Issuer has all requisite the necessary power and authority to conduct execute and deliver each of the Issuer Documents, and to perform all of its business as described in obligations required thereunder, and has taken all necessary action to authorize each of the Offering CircularIssuer Documents on the terms and conditions hereof and thereof and the execution, delivery and performance of each of the Issuer Documents and the performance of all obligations imposed upon it hereunder and thereunder. 2.2 (c) This Agreement, when Agreement has been executed and delivered by the Issuer, will have been a duly authorized and will be a valid and binding agreement officer of the Issuer, and this Agreement constitutes the legally valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms, subject, as to enforcement, to (i) the effect of bankruptcy, insolvency, reorganization, moratorium, winding up or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy, receivership, insolvency, winding up or similar event applicable to the Issuer and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). 2.3 (d) No defaults exist in the due performance or observance consent of any material obligationother Person, termand no license, covenant permit, approval or condition authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority, other than those that may be required under state securities or “blue sky” laws and those that have been or shall be obtained in connection with the Indenture and the issuance of the Notes, is required by the Issuer in connection with the Issuer Documents or the execution, delivery, performance, validity or enforceability of the Issuer Documents or the obligations imposed upon the Issuer hereunder or thereunder. (e) The Issuer is not in violation of any agreement federal or state securities law or regulation promulgated thereunder, and there is no charge, investigation, action, suit or proceeding before or by any court pending or, to the best knowledge of the Issuer, threatened that, if determined adversely to the Issuer, would have a material adverse effect upon the performance by the Issuer of its duties hereunder, or on the validity or enforceability of, this Agreement. (f) The execution, delivery and performance of the Issuer Documents, and the documents and instruments required thereunder do not violate any provision of any existing law or regulation binding on the Issuer, or any order, judgment, award or decree of any court, arbitrator or governmental authority binding on the Issuer, or the Organization Documents of, or any securities issued by, the Issuer or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Issuer is a party or by which it is the Issuer or any of its assets may be bound. 2.4 Subject to Section 3.3, the Offering Circular does not include nor will it include, through the Offering Termination Date, any untrue statement violation of which would have a material fact nor does it adverse effect on the business, operations, assets or will it omit to state a material fact required to be stated therein financial condition of the Issuer or necessary to make the statements therein not misleading. 2.5 No consent, approval, authorization or other order of any governmental authority is required in connection with the execution or delivery performance by the Issuer of its duties under this Agreement, and do not result in or require the creation or imposition of any lien on any of its property, assets or revenues pursuant to the provisions of any such mortgage, indenture, lease, contract or other agreement, instrument or undertaking (other than the lien of the Indenture). (g) The Issuer is not in violation of its Organization Documents, or in breach or violation of, or in default under, the Indenture or any contract or agreement to which it is a party or by which it or any of its assets may be bound, or any applicable statute or any rule, regulation or order of any court, government agency or body having jurisdiction over the Issuer or its properties, except for any breach, violation or default that would not have a material adverse effect on the validity or enforceability of this Agreement, the Indenture or the other Issuer Documents, or the performance by the Issuer of its duties under this Agreement, the Indenture or the other Issuer Documents. (h) The Issuer is not required to be registered as an “investment company” under the Investment Company Act. (i) There is no charge, investigation, action, suit or proceeding before or by any court pending or, to the best knowledge of the Issuer, threatened that, if determined adversely to the Issuer, would have a material adverse effect upon the performance by the Issuer of its duties under, or on the validity or enforceability of, this Agreement or the issuance and sale by the Issuer of the Securities, except such as may be required under the Securities Act or applicable state securities laws. 2.6 At the time of the issuance of the Securities, the Securities will have been duly authorized and validly issued, and upon payment therefor, will be fully paid and nonassessable and will conform to the description thereof contained in the Offering Circular. 2.7 As of the Effective Date and at the time of any sale of the Securities (collectively, the “Applicable Date”), that none of the Issuer, its members, executive officers, directors, general partners, managing members or officers participating in the Offering or persons who own 20% or more of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of Indenture or the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission Issuer Documents applicable to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent in writing of the fact which makes the representation or warranty untrue or incorrectthereunder.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Placement to, and agrees with, each Agent thatas follows: 2.1 The Issuer has been duly organized and is validly existing as (a) A registration statement (No. 333-41033, including a corporation in good standing under the laws of the State of Nevadaprospectus, has all requisite power and authority relating to enter into this Agreement and has all requisite power and authority to conduct its business as described in the Offering Circular. 2.2 This Agreement, when executed by the Issuer, will have been duly authorized and will be a valid and binding agreement debt securities of the Issuer, enforceable including the Securities ("Registered Securities"), has been filed with the Securities and Exchange Commission (the "Commission") and has become effective under the Securities Act of 1933 (the "Act"). Such registration statement, as amended as of the Commencement Date (as defined in accordance with its termsSection 3(e) hereof), is hereinafter referred to as the "Registration Statement", and the prospectus included in such Registration Statement, as supplemented as of the Commencement Date, including all material incorporated by reference therein, is hereinafter referred to as the "Prospectus". Any reference in this Agreement to amending or supplementing the Prospectus shall be deemed to include the filing of materials incorporated by reference in the Prospectus after the Commencement Date and any reference in this Agreement to any amendment or supplement to the Prospectus shall be deemed to include any such materials incorporated by reference in the Prospectus after the Commencement Date. 2.3 No defaults exist (b) On the effective date of the registration statement relating to the Registered Securities, such registration statement conformed in all respects to the due performance or observance requirements of any material obligation, term, covenant or condition of any agreement or instrument to which the Issuer is a party or by which it is bound. 2.4 Subject to Section 3.3Act, the Offering Circular does Trust Indenture Act of 1939 (the "Trust Indenture Act") and the rules and regulations of the Commission (the "Rules and Regulations") and did not include nor will it include, through the Offering Termination Date, any untrue statement of a material fact nor does it or will it omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading. 2.5 No consent, approval, authorization or other order of any governmental authority is required in connection with the execution or delivery by the Issuer of this Agreement or the issuance and sale by the Issuer of the Securities, except such as may be required under the Securities Act or applicable state securities laws. 2.6 At the time of the issuance of the Securities, the Securities will have been duly authorized and validly issued, and upon payment therefor, will be fully paid and nonassessable and will conform to the description thereof contained in the Offering Circular. 2.7 As of the Effective Date and at the time of any sale of the Securities (collectively, the “Applicable Date”), that none of the Issuer, its members, executive officers, directors, general partners, managing members or officers participating in the Offering or persons who own 20% or more of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Commencement Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable DateRegistration Statement and the Prospectus, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation and at each of the representations set forth times of acceptance and of delivery referred to in this Section 2.7 during the Offering Period. 2.8 The representations 6(a) hereof and warranties made in this Section 2 are made as at each of the date times of amendment or supplementing referred to in Section 6(b) hereof (the Commencement Date and shall each of such times of amendment or supplementing referred to in Section 6(b) hereof being herein sometimes referred to as a "Representation Date"), the Registration Statement and the Prospectus as then amended or supplemented will conform in all respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or will omit to state any material fact required to be continuing representations and warranties throughout stated therein or necessary to make the Offering Period. In statements therein not misleading, except that the event that foregoing does not apply to statements in or omissions from any of these representations or warranties becomes untrue or is incorrect, such documents based upon written information furnished to the Issuer will immediately notify the Placement by any Agent in writing of the fact which makes the representation or warranty untrue or incorrectspecifically for use therein.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to each of the Placement Agent thatUnderwriters as follows: 2.1 (a) The Registration Statement has been filed with the Commission under the Securities Act and has been declared effective under the Securities Act. No stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or, to the knowledge of the Issuer, threatened by the Commission. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus. Copies of the Registration Statement and each of the amendments thereto have been delivered by the Issuer to you. The Registration Statement complies, and any further amendments or supplements to the Registration Statement will comply in all material respects with the applicable requirements of the Securities Act and the Rules and Regulations. The Prospectus and the Pricing Prospectus each complies and, as amended or supplemented, will comply, in all material respects with the applicable requirements of the Securities Act and the Rules and Regulations. As of the Effective Date, the date hereof, the Closing Date (as defined below) and each Option Closing Date (as defined below), if any, the Registration Statement does not and will not, and any further amendments to the Registration Statement will not, when they become effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; as of its date and the date hereof, the Prospectus does not, and as amended or supplemented on the Closing Date and each Option Closing Date, if any, will not, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; the Pricing Prospectus, as supplemented by any Issuer Free Writing Prospectus and other documents listed in Schedule II(a) hereto1, taken together with the final pricing information included on the cover page of the Prospectus (collectively, the “Disclosure Package”), and any individual Written Testing-the-Waters Communication (as defined herein) all of which are listed on Schedule III hereto, when considered together with the Disclosure Package, in each case as of the Applicable Time did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Issuer Free Writing Prospectus that is listed on Schedule II(b)2 hereto does not materially conflict with the information contained in the Registration Statement; and any Issuer Free Writing Prospectus listed on Schedule II(b) hereto, as supplemented by and taken together with the Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in 1 Schedule II(a) will list any (i) free writing prospectuses necessary to effect compliance with Section 12(a)(2) of the Securities Act and (ii) Reports on Form 8-K necessary to effect compliance with Section 12(a)(2) of the Securities Act which are filed immediately after the Applicable Time but before oral confirmation of sale. order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties set forth in this sentence do not apply to statements or omissions in the Registration Statement, the Prospectus, the Pricing Prospectus, any Issuer Free Writing Prospectus, any individual Written Testing-the-Waters Communication or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Issuer by any Underwriter through the Representatives expressly for use therein or in the preparation thereof, such information being listed in Section 13 below. The Issuer is not, and at the time of the initial filing of the Registration Statement was not, an “ineligible issuer” (as defined in Rule 405). (b) This Agreement has been duly authorized, executed and delivered by the Issuer, and constitutes a valid, legal, and binding obligation of the Issuer, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally, and subject to general principles of equity. The Issuer has full power and authority to enter into this Agreement and to authorize, issue and sell the Shares as contemplated by this Agreement. (i) The Issuer has been duly organized and is validly existing as a corporation in good standing under the laws of the State of NevadaDelaware, has all requisite with corporate power and authority to enter into this Agreement own or lease its properties and has all requisite power and authority to conduct its business as described in the Offering Circular. 2.2 This Agreement, when executed by Prospectus and the Issuer, will have been duly authorized and will be a valid and binding agreement Disclosure Package. Each of the subsidiaries of the Issuer, enforceable as listed in accordance Exhibit 21.1 to the Registration Statement (each a “Subsidiary,” and collectively, the “Subsidiaries”), has been duly organized and is validly existing as a corporation in good standing (or the jurisdictional equivalent) under the laws of the jurisdiction of its incorporation, with corporate power and authority to own or lease its terms. 2.3 No defaults exist properties and conduct its business as described in the due performance Prospectus and the Disclosure Package. The Subsidiaries are the only subsidiaries that, each considered in the aggregate as a single subsidiary, constitute “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X under the Rules and Regulations) of the Issuer. The Issuer and each of the Subsidiaries are duly qualified to transact business and are in good standing (or observance of any material obligation, term, covenant or condition of any agreement or instrument to the jurisdictional equivalent) in all jurisdictions in which the Issuer is a party or by which it is bound. 2.4 Subject to Section 3.3conduct of their business requires such qualification, except where the Offering Circular does not include nor will it include, through the Offering Termination Date, any untrue statement of a material fact nor does it or will it omit to state a material fact required failure to be stated therein so qualified or necessary to make be in good standing (or the statements therein jurisdictional equivalent) would not, individually or in the aggregate, have a Material Adverse Effect (as defined below). “Material Adverse Effect” means any change, event, condition, development or occurrence, whether or not misleading. 2.5 No consentarising in the ordinary course of business, approvalthat (A) is materially adverse to the business, authorization operations, properties, rights, management, condition (financial or other order otherwise), assets, liabilities, earnings, operating results or cash flow of any governmental authority is required in connection with the execution or delivery by the Issuer of this Agreement and the Subsidiaries taken as a whole or (B) prevents the issuance and sale by the Issuer consummation of the Securities, except such as may be required under the Securities Act or applicable state securities laws. 2.6 At the time transactions contemplated hereby. The outstanding shares of capital stock of each of the issuance of the Securities, the Securities will Subsidiaries have been duly authorized and validly issued, and upon payment therefor, will be are fully paid and nonassessable non-assessable and will conform are wholly owned by the Issuer or another Subsidiary free and clear of all liens, encumbrances and equities and claims; and no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligations into shares of capital stock or ownership interests in the Subsidiaries are outstanding, except as described in the Pricing Prospectus and the Prospectus. Except as set forth in the Pricing Prospectus and the Prospectus, to the description thereof contained in the Offering Circular. 2.7 As of the Effective Date and at the time of any sale of the Securities (collectively, the “Applicable Date”), that none knowledge of the Issuer, its membersno Subsidiary is currently prohibited or restricted, executive officersdirectly or indirectly, directorsunder any law, general partnersrule, managing members regulation, agreement or officers participating in the Offering other instrument to which it is a party or persons who own 20% or more of is subject, from (x) paying any dividends to the Issuer: 2.7.1 Has been convicted, within 10 years making any other distribution on its capital stock, repaying to the Issuer or any other Subsidiary any loans or advances from the Issuer or other Subsidiary, or transferring any of its properties or assets to the Issuer or any Applicable Date of any felony other Subsidiary, or misdemeanor that was: (ay) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (c) Arising out of the conduct continuation of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated currently conducted by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable DateSubsidiary. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent in writing of the fact which makes the representation or warranty untrue or incorrect.

Representations and Warranties of the Issuer. The As a condition of the obligation of the Note Purchasers to subscribe and pay for the relevant Notes, the Issuer hereby represents and warrants to the Placement Agent thatArranger and the Note Purchasers and each of them, as at the date of this Agreement and will repeat such representations and warranties as of the Closing Date, as follows: 2.1 The (a) that the financial and other information with respect to the Issuer set out in the Preliminary Prospectus and the Prospectus was prepared in accordance with the requirements of the Prospectus Directive and that the financial information gives a true and fair view of the financial position of the Issuer as at the dates at which it was prepared, and since such dates there has been no material adverse change nor any development or event involving a prospective material adverse change in the condition (financial or otherwise), prospects, results of operations or general affairs of the Issuer from that disclosed in the Preliminary Prospectus and the Prospectus; (b) that the Investor Presentation Material is true and accurate in all material respects, not misleading in any material respect, any opinions, predictions or intentions expressed in the Investor Presentation Material are honestly held or made and are not misleading in any material respect, there are no other facts the omission of which would in the context of the issue of the Notes make any statement in the Investor Presentation Material misleading in any material respect, and all proper enquiries have been made to ascertain or verify the foregoing; (c) that, by reference to the information and statements contained in the Prospectus (as at the date hereof) and the Preliminary Prospectus (as at the date of its publication, except insofar as the information contained therein has been amended, supplemented or deleted in the Prospectus): (i) each of the Preliminary Prospectus and the Prospectus contains all material information with respect to the Issuer, the Portfolio and the Notes (including all information which, according to the particular nature of the Issuer and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer and of the rights attaching to the Notes); (ii) each of the Preliminary Prospectus and the Prospectus does not and, if amended or supplemented, at the date of any such amendment or supplement will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iii) the statements of fact contained in the Prospectus are (and in the Preliminary Prospectus such statements were, and in any supplement to the Prospectus such statements will be), at the date of publication of such Prospectus (or such Preliminary Prospectus, or supplement, as applicable) in every material particular respect true and accurate and not misleading and that there are no other facts the omission of which would in the context of the issue of the Notes make any statement in the Prospectus misleading in any material respect; (iv) the statements of intention, opinion, belief or expectation contained in the Prospectus are (and in the Preliminary Prospectus such statements were, and in any supplement to the Prospectus such statements will be), at the date of such Prospectus (or Preliminary Prospectus or supplement, as applicable) honestly and reasonably made or held; and (v) in respect of the facts and statements referred to in this Clause 7(c), all reasonable enquiries have been and will be made to ascertain all such facts and to verify the accuracy of all such statements; (d) that the Prospectus complies with the Listing Rules and that the Prospectus contains all information required by the law of the jurisdiction of the Issuer's incorporation and otherwise complies with such law to the extent applicable; (e) that the Issuer has been duly organized incorporated and is validly existing as a corporation in good standing public limited company under the laws law of the State its jurisdiction of Nevadaincorporation, has all requisite power is duly qualified to do business in England, Wales and authority to enter into this Agreement Scotland and has all requisite with full right, power and authority to conduct its business as described in the Offering Circular. 2.2 This AgreementPreliminary Prospectus and the Prospectus and is able lawfully to execute and perform its obligations under the Notes, when executed by this Agreement and the Issuer, will have been duly authorized and will Transaction Documents to which it is expressed to be a valid party and binding agreement it has not taken any corporate action nor, so far as it is aware, have any steps been taken or are pending nor, so far as it is aware, have any legal proceedings been started for (i) the winding-up (voluntary or otherwise), liquidation, dissolution, administration or reorganisation of the Issuer, (ii) the enforcement of any encumbrance over all or a material part of the Issuer's assets or undertaking, (iii) any composition, arrangement or compromise (whether by way of voluntary arrangement or otherwise) with the Issuer's creditors generally, or (iv) for the appointment of a liquidator, receiver, administrative receiver, administrator, trustee, manager or similar officer of the Issuer or of any or all of its assets or undertaking; (f) that this Agreement has been duly authorised, executed and delivered by the Issuer and constitutes, and the issue of the Notes and Transaction Documents to which it is expressed to be a party have been duly authorised by it and when executed, issued and delivered will constitute, legal, valid and binding obligations of the Issuer enforceable against it in accordance with their terms; (g) that the execution and delivery and the performance of the terms of this Agreement and the Transaction Documents (including the issue and distribution of the Notes) by the Issuer are on arm's length terms and do not and will not infringe any law or regulation of its terms. 2.3 No defaults exist jurisdiction of incorporation or, so far as the Issuer is aware, any other law or regulation and are not contrary to the provisions of the Issuer's Memorandum and Articles of Association and other constitutional documents of the Issuer and will not result in any breach of the due performance terms of, or observance of constitute a default under, any material obligationinstrument, term, covenant or condition of any agreement or instrument order to which the Issuer is a party or by which it or its property is bound.; 2.4 Subject to Section 3.3(h) that, upon issue, the Offering Circular does not include nor Notes will constitute direct, unconditional, secured and unsubordinated obligations of the Issuer and that the aggregate principal amount of the Notes is stated to be at least £50 million; (i) that the Notes and obligations of the Issuer under the Trust Deed and the Transaction Documents to which it includeis expressed to be a party will be secured in the manner provided for in the Deed of Charge and with the benefit of the charges, through covenants and other security provided for therein and granted pursuant thereto (subject to any reservations or qualifications on the Offering Termination nature or priority or effectiveness of such security referred to in any of the legal opinions referred to in Clause 13 (Conditions)); (j) that, other than as set out in the Deed of Charge, the Issuer will acquire beneficial ownership of the Loans in the Portfolio on the Closing Date, any untrue statement of a material fact nor does it or will it omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. 2.5 No consentand there exists no mortgage, approvallien, authorization pledge or other order charge or security which would rank in priority to, or pari passu with, the security for the Notes; (k) that, other than as set out in the Transaction Documents, there exists no mortgage, standard security, assignation in security, lien, pledge or other charge or security on or over any assets, undertaking, property or revenues of any governmental authority is required in connection with the execution or delivery Issuer; (l) that the creation by the Issuer of this Agreement any security over its undertaking and assets in accordance with the terms of the Deed of Charge will not render the Issuer liable to offer or extend the issuance and sale benefit of such security to any persons other than the Security Trustee (as security trustee on behalf of the Secured Creditors); (m) that the floating charge granted by the Issuer under the Deed of Charge either by itself, or when taken together with other charges, relates as of the Securities, except such as may be required under the Securities Act or applicable state securities laws. 2.6 At the time date of the issuance of the Securities, the Securities will have been duly authorized and validly issued, and upon payment therefor, will be fully paid and nonassessable its creation (and will conform relate at all relevant times thereafter), to the description thereof contained in whole or substantially the Offering Circular. 2.7 As of the Effective Date and at the time of any sale of the Securities (collectively, the “Applicable Date”), that none whole of the Issuer, its members, executive officers, directors, general partners, managing members 's property and that any receiver appointed under the Deed of Charge would be a receiver of the whole (or officers participating in substantially the Offering or persons who own 20% or more whole) of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security's property; (bn) Involving that the making of representations and warranties contained in this Agreement and the Transaction Documents are true and accurate in all material respects as at the date hereof and (save to the extent that any false filing with such representations or warranties are amended, deleted or supplemented after the Securities and Exchange Commission (the “SEC”); or (cdate hereof) Arising out as of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Closing Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (bo) Involving that the Issuer is not involved in any governmental, legal, arbitration, insolvency or administration proceedings nor, so far as the Issuer is aware after making all due enquiries, are any such proceedings pending or threatened against it or any of any false its assets or properties (including, without limitation, the filing of documents with the SEC; orcourt or the service of a notice of intention to appoint an administrator); (cp) Arising out of that the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of Issuer has not engaged in any Applicable Date, bars the person fromactivities since its incorporation other than: (i) Association with an entity regulated by such commission, authority, agency or officermatters related to its registration and incorporation under the Companies Xxx 0000; (ii) Engaging in the business of securitiesmaking various changes to its share capital, insurance or banking; ordirectors, secretary, constitutional documents and other appropriate corporate steps; (iii) Engaging in savings association or credit union activities; orthe authorisation and execution of this Agreement and the Transaction Documents; (biv) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order the issue of the SEC Preliminary Prospectus and the Prospectus; (v) the activities referred to or contemplated in this Agreement, the Transaction Documents and the Prospectus; (vi) the authorisation and issue by it of the Notes, and (vii) matters ancillary to any of the foregoing; (q) that all consents, licences, approvals or authorisations of, or registrations or filings with, any governmental or other authority or agency required by law to be obtained by the Issuer in relation to the execution and delivery of this Agreement and the Transaction Documents, the issue and distribution of the Notes, the performance of the terms of this Agreement and the Transaction Documents and the creation of the security pursuant to sections 15(bthe Deed of Charge have been (or will be by the Closing Date) unconditionally obtained and are (or 15B(cwill be by the Closing Date) of the Securities Exchange Act of 1934 in full force and effect; (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”r) that, except for due registration of the Deed of Charge, the Scottish Supplemental Charge and any Scottish Sub-Security under Section 859A of the Companies Xxx 0000 (as amended) and any Scottish Sub-Security at Registers of Scotland, it is not necessary that any Applicable Date: (a) Suspends of the Transaction Documents or revokes such person’s registration as a brokerthis Agreement be filed, dealerrecorded or enrolled with any authority or that any stamp duty, municipal securities dealer stamp duty reserve tax, stamp duty land tax, registration, documentary or investment advisorsimilar tax be paid on or in respect thereof; (bs) Places limitations on that the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating Issuer is resident for United Kingdom tax purposes in the offering United Kingdom, and it does not have a branch, business establishment or other fixed establishment other than in the United Kingdom; withholding or deduction for or on account of, any taxes, duties, assessments or other charges of any pxxxx stock. 2.7.5 Is subject to any order whatever nature imposed, levied, collected, withheld or assessed by the government of the SEC entered within 5 years before United Kingdom or any Applicable Datepolitical subdivision or authority thereof or therein having the power to tax and (ii) no stamp or other duty or similar tax is assessable or payable in the United Kingdom, thatin each case in connection with the authorisation, as of such Applicable Dateexecution, orders the person to cease and desist from committing issue or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions delivery of the federal securities laws including, without limitation, section 17(a)(1) Notes or the performance of the Securities Act, section 10(b) obligations of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of Issuer under this Agreement or the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent in writing of the fact which makes the representation or warranty untrue or incorrect.Transaction Documents;

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Placement Agent Dealer that: 2.1 The Issuer has been duly organized and is validly existing as a corporation in good standing under the laws of the State state of NevadaMaryland, has all requisite power and authority to enter into this Agreement and has all requisite power and authority to conduct its business as described in the Offering CircularMemorandum. 2.2 This Agreement, when executed by the Issuer, will have been duly authorized and will be a valid and binding agreement of the Issuer, enforceable in accordance with its terms. 2.3 No defaults exist in the due performance or observance of any material obligation, term, covenant or condition of any agreement or instrument to which the Issuer is a party or by which it is bound. 2.4 2.3 Subject to Section 3.3, the Offering Circular Memorandum does not include nor will it include, through the Offering Termination Date, any untrue statement of a material fact nor does it or will it omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. 2.5 2.4 No consent, approval, authorization or other order of any governmental authority is required in connection with the execution or delivery by the Issuer of this Agreement or the issuance and sale by the Issuer of the Securities, except such as may be required under the Securities Act or applicable state securities laws. 2.6 2.5 At the time of the issuance of the Securities, the Securities will have been duly authorized and validly issued, and upon payment therefor, will be fully paid and nonassessable and will conform to the description thereof contained in the Offering CircularMemorandum. 2.7 2.6 As of the Effective Date and at the time of any sale of the Securities (collectivelyeach, the an “Applicable Date”), that none of (i) the Issuer, (ii) any predecessor of the Issuer, its members(iii) any affiliated issuer of the Issuer, (iv) any director, executive officersofficer, directors, general partners, managing members or officers other officer participating in the Offering Offering, general partner or persons who own managing member of the Issuer, (v) any beneficial owner of 20% or more of the Issuer’s outstanding voting equity securities, calculated on the basis of voting power or (vi) any promoter connected with the Issuer in any capacity at the time of the sale of the Securities: 2.7.1 2.6.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 2.6.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 2.6.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 2.6.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisoradviser; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx xxxxx stock. 2.7.5 2.6.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 2.6.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 2.6.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 2.6.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 2.6.9 The Issuer agrees to immediately notify the Placement Agent Dealer if there is a violation or potential violation of the representations set forth in this Section 2.7 2.6 during the Offering Period. 2.8 2.7 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent Dealer in writing of the fact which makes the representation or warranty untrue or incorrect.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to, and agrees with, each Agent as follows: (a) Registration statements of the Issuer (Nos. 33- , 33-65119(1) and 33-50537), relating to securities of the Issuer (collectively the "Registered Securities"), including the Securities, have been filed with the Securities and Exchange Commission (the "Commission") and have become effective (such registration statements, as amended as of the Closing Date (as defined in Section 3(e) hereof), including all material incorporated by reference therein, being hereinafter collectively referred to as the "Registration Statement", and the prospectus dated _______________, 199_, a form of which is included in Registration Statement No. 33-______, as supplemented as of the Closing Date, including all material incorporated by reference therein, being hereinafter referred to as the "Prospectus"). Any reference in this Agreement to amending or supplementing the Prospectus shall be deemed to include the filing of materials incorporated by reference in the Prospectus after the Closing Date and any reference in this Agreement to any amendment or supplement to the Placement Agent that:Prospectus shall be deemed to include any such materials incorporated by reference in the Prospectus after the Closing Date. 2.1 The Issuer has been duly organized (b) On the effective date of each registration statement included in the definition of Registration Statement, such registration statement conformed, and is validly existing on the Closing Date the Prospectus as a corporation then amended or supplemented will conform, in good standing under all respects to the laws requirements of the State Securities Act of Nevada1933 (the "Act"), has all requisite power the Securities Exchange Act of 1934 (the "Exchange Act"), the Trust Indenture Act of 1939 (the "Trust Indenture Act") and authority to enter into this Agreement the rules and has all requisite power and authority to conduct its business as described in the Offering Circular. 2.2 This Agreement, when executed by the Issuer, will have been duly authorized and will be a valid and binding agreement regulations of the IssuerCommission thereunder (the "Rules and Regulations"), enforceable in accordance with and on its terms. 2.3 No defaults exist in the due performance or observance of any material obligationeffective date each registration statement did not, termand such Prospectus will not, covenant or condition of any agreement or instrument to which the Issuer is a party or by which it is bound. 2.4 Subject to Section 3.3, the Offering Circular does not include nor will it include, through the Offering Termination Date, any untrue statement of a material fact nor does it or will it omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading. 2.5 No consentmislead- ing, approval, authorization except that the foregoing does not apply to statements in or other order omissions from any of any governmental authority is required in connection with the execution or delivery by such documents based upon written information furnished to the Issuer of this Agreement or the issuance and sale by the Issuer of the Securities, except such as may be required under the Securities Act or applicable state securities lawsany Agent specifically for use therein. 2.6 At the time of the issuance of the Securities, the Securities will have been duly authorized and validly issued, and upon payment therefor, will be fully paid and nonassessable and will conform to the description thereof contained in the Offering Circular. 2.7 As of the Effective Date and at the time of any sale of the Securities (collectively, the “Applicable Date”), that none of the Issuer, its members, executive officers, directors, general partners, managing members or officers participating in the Offering or persons who own 20% or more of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent in writing of the fact which makes the representation or warranty untrue or incorrect.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Placement Agent thatInitial Purchaser that as of the date hereof and as of the Closing Date: 2.1 (a) (A) At 2:00 p.m. on October 13, 2010, the time of the first contract of sale by the Initial Purchaser for any notes (the “Time of Sale”), the Preliminary Offering Memorandum did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (B) the Offering Memorandum, as of its date and as of the Closing Date, will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from the Initial Purchaser Information (as defined in Section 13). (b) The statements in the Offering Memorandum under the captions “Description of the Management Agreement,” “Description of the Contribution and Sale Agreement,” “Description of the Series 2010-2 Notes and the Indenture” and “Description of the Transition Agent Agreement,” insofar as they purport to constitute a summary of the principal terms of the Notes and the Series 2010-2 Transaction Documents conform in all material respects to the terms of the Notes and the Series 2010-2 Transaction Documents. (c) The Issuer has been is a limited liability company duly organized and is organized, validly existing as a corporation and in good standing under the laws of Delaware. The Issuer is duly qualified to do business in each jurisdiction in which its ownership or lease of property or the State conduct of Nevadaits business requires such qualification, except where the failure to be so qualified would not reasonably be expected to have a material adverse effect upon the Issuer or the ability of the Issuer to perform any of its obligations under any Series 2010-2 Transaction Document to which it is a party. (d) The Issuer has all requisite necessary limited liability company power and authority to enter into execute and deliver the Notes. Each Note has been duly and validly authorized by the Issuer and, from and after the date on which such Note is executed by the Issuer and authenticated by the Indenture Trustee in accordance with the terms of the Indenture and the Series 2010-2 Supplement and delivered to and paid for by the Initial Purchaser in accordance with the terms of this Agreement Agreement, shall be validly issued and outstanding and shall constitute a valid and legally binding obligation of the Issuer enforceable against the Issuer in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether enforceability is considered in a proceeding in equity or at law. (e) The Issuer has all requisite necessary limited liability company power and authority to conduct execute and deliver this Agreement and the other Series 2010-2 Transaction Documents to which it is a party; and the Issuer is and will continue to be authorized to perform its business as described obligations under the Indenture, this Agreement and the other Series 2010-2 Transaction Documents. The execution, delivery and performance by the Issuer of this Agreement and the other Series 2010-2 Transaction Documents to which it is a party and the transactions thereunder do not require any consent or approval of any Governmental Authority, stockholder or any other Person, other than any such consents or approvals that have been obtained on or prior to the 2010-2 Closing Date or which the failure to obtain would not reasonably be expected to result in the Offering Circulara Material Adverse Change. 2.2 (f) This AgreementAgreement is, and each Series 2010-2 Transaction Document to which the Issuer is a party, when duly executed and delivered by each of the Issuerparties thereto, will have been duly authorized and will be a be, the legal, valid and binding agreement obligations of the Issuer, enforceable against the Issuer in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights or by general principles of equity limiting the availability of equitable remedies. 2.3 No defaults exist (g) This Agreement has been duly and validly executed and delivered by the Issuer. (h) The execution, delivery and performance of this Agreement and each of the other Series 2010-2 Transaction Documents by the Issuer and the execution, delivery and payment of the Notes by the Issuer will not: (a) contravene any provision of the Issuer’s certificate of formation or limited liability company agreement; or (b) assuming the accuracy of the representations and warranties of the other parties hereto or thereto and the performance by those parties of their agreements and obligations herein or therein, contravene, conflict with or violate any Applicable Law or regulation, or any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority having jurisdiction over the Issuer; or (c) violate or result in the due performance breach of, or observance of constitute a default under the Indenture, the other Series 2010-2 Transaction Documents, any material obligationother indenture or other loan or credit agreement, term, covenant or condition of any other agreement or instrument to which the Issuer is a party or by which it is boundthe Issuer, or its property and assets may be bound or affected; except for, in the cases of clauses (a), (b) or (c) above, any such contravention, conflict, violation, breach or default that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. 2.4 Subject to Section 3.3, (i) Except as disclosed in the Offering Circular does not include nor will Memorandum, there is no action, suit, proceeding or investigation pending or, to the best knowledge of the Issuer, threatened against it includebefore any court, through the Offering Termination Dateregulatory body, any untrue statement of a material fact nor does it or will it omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. 2.5 No consentarbitrator, approval, authorization administrative agency or other order of any tribunal or governmental authority is required in connection with instrumentality (i) that asserts the execution or delivery by the Issuer invalidity of this Agreement or any other Series 2010-2 Transaction Document, or (ii) if determined adversely to the issuance Issuer would individually or in the aggregate have a material and sale by adverse effect on the ability of the Issuer to perform any of its obligations under the Series 2010-2 Transaction Documents to which it is a party. (j) The Issuer does not own any “margin security”, as that term is defined in Regulation U of the Federal Reserve Board. None of the proceeds to the Issuer of the SecuritiesNotes will be used, except such as may be required directly or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose of reducing or retiring any Indebtedness which was originally incurred to purchase or carry any margin security or for any other purpose which might cause any of the loans under the Securities Act Series 2010-2 Supplement to be considered a “purpose credit” within the meaning of Regulations T, U and X. The Issuer will not take or applicable state securities lawspermit any agent acting on its behalf to take any action which might cause the Notes or any document or instrument delivered by the Issuer pursuant to the Series 2010-2 Supplement to violate any regulation of the Federal Reserve Board. 2.6 At (k) The Issuer is not: an “investment company,” or an “affiliated person” of, or a “promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the time of the Investment Company Act. The issuance of the SecuritiesNotes hereunder and the application of the proceeds thereof by the Issuer and the performance of the transactions contemplated by the Indenture, the Securities Series 2010-2 Supplement and the other Series 2010-2 Transaction Documents will have been duly authorized and validly issued, and upon payment therefor, will be fully paid and nonassessable and will conform to the description thereof contained in the Offering Circular. 2.7 As not violate any provision of the Effective Date and at the time of Investment Company Act, or any sale of the Securities (collectivelyrule, the “Applicable Date”), that none of the Issuer, its members, executive officers, directors, general partners, managing members regulation or officers participating in the Offering or persons who own 20% or more of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with order issued by the Securities and Exchange Commission (the “SEC”); orthereunder. (cl) Arising out None of the conduct Issuer, any of its Affiliates or any Person acting on its or their behalf has engaged in any directed selling efforts (as that term is defined in Regulation S) with respect to any Notes (provided that no representation is made as to the actions of the business Initial Purchaser or any Person acting on its behalf). The Issuer, its Affiliates and any Person acting on its or their behalf (provided that no representation is made as to the actions of an underwriter, broker, dealer, municipal securities dealer, investment adviser the Initial Purchaser or paid solicitor any Person acting on its behalf) have complied with the offering restrictions and the requirements of purchasers Regulation S in connection with any offering of securitiesNotes outside the United States. 2.7.2 Is subject (m) Assuming the representations and warranties of the Initial Purchaser in Section 9 are true and assuming the compliance by the Initial Purchaser with its covenants and agreements set forth herein, it is not necessary to register any order, judgment of the Notes under the Act or decree to qualify the Indenture under the Trust Indenture Act of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that1939, as of such Applicable Dateamended, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or initial sale of any security;the Notes to the Initial Purchaser in the manner contemplated by this Agreement or for the initial resale of the Notes by the Initial Purchaser in the manner contemplated by this Agreement. (bn) Involving On the making of any false filing with date hereof and the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Closing Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation each of the representations and warranties of the Issuer that is set forth in this Section 2.7 during Agreement, the Offering PeriodIndenture or the other Series 2010-2 Transaction Documents is and shall be true and correct in all material respects (except to the extent that such representations or warranties specifically relate to an earlier date), and (ii) the Issuer is not and shall not be in breach, in any material respect, of any covenant or agreement set forth in this Agreement, the Indenture or any other Series 2010-2 Transaction Document. 2.8 (o) No Event of Default or Early Amortization Event has occurred and is continuing. No event or condition that with notice or the passage of time (or both) could reasonably be expected to constitute an Event of Default or Early Amortization Event has occurred or is continuing. (p) The Notes meet the eligibility requirements of Rule 144A(d)(3) of the Act. (q) Neither the Issuer nor any of its Affiliates has purchased, or is purchasing, any Notes. (r) The Issuer has not engaged in any form of general solicitation or general advertising in connection with the offer or sale of the Notes (as those terms are used in Regulation D under the Act). (s) As of the Closing Date, the representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, by the Issuer will immediately notify in the Placement Agent Transaction Documents or made by the Issuer in writing of any certificate delivered pursuant to the fact which makes the Transaction Documents are true and correct in all material respects unless such representation or warranty untrue relates solely to an earlier date in which case such information shall be true and correct on such earlier date. (t) Except for the Initial Purchaser, neither the Issuer nor the Manager has employed or incorrectretained a broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Issuer nor the Manager is under any obligation to pay any broker’s fee or commission in connection with such sale. (u) The Issuer agrees that it and each of its Affiliates will not offer or sell the Notes in the United States by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Act, including, but not limited to (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. The Issuer agrees, with respect to resales made in reliance on Rule 144A of any of the Notes, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of such Notes has been made in reliance upon the exemption from the registration requirements of the Securities Act provided by Rule 144A.

Representations and Warranties of the Issuer. The In addition to the representations, warranties and agreements of the Issuer hereby in the Terms Agreement (including those incorporated by reference therein from the Distribution Agreement), the Issuer, as of the date of the Terms Agreement, and as of the settlement date for the sale of the Notes that is specified in the Terms Agreement (the “Closing Date”) represents and warrants to the Placement Agent to, and agree with, each Distributor that: 2.1 The (a) If, immediately prior to December 1, 2008, any Distributor holds any Notes purchased by it and having the status of an unsold allotment in the initial distribution, the Issuer will, prior to that date, file, if it has been duly organized not already done so, a new shelf registration statement relating to the Notes, will use its reasonable best efforts to cause such registration statement to be declared effective within 180 days after that date and is validly existing as a corporation in good standing under will take all other actions necessary or appropriate to permit the laws public offering and sale of the State of Nevada, has all requisite power and authority Notes to enter into this Agreement and has all requisite power and authority to conduct its business continue as described contemplated in the Offering Circularexpired Registration Statement relating to the Notes. References herein to the “Registration. Statement” shall include such new shelf registration statement. 2.2 This Agreement(b) As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) and the Statutory Prospectus, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when executed by considered together with the IssuerGeneral Disclosure Package, will have been duly authorized and will be a valid and binding agreement of the Issuer, enforceable in accordance with its terms. 2.3 No defaults exist in the due performance or observance of any material obligation, term, covenant or condition of any agreement or instrument to which the Issuer is a party or by which it is bound. 2.4 Subject to Section 3.3, the Offering Circular does not include nor will it include, through the Offering Termination Date, included any untrue statement of a material fact nor or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does it not apply to statements in or omissions from any documents included in the Statutory Prospectus based upon written information furnished to the Issuer by any Distributor specifically for use therein. (c) Each Issuer Free Writing Prospectus, as of its issue date, as of the date hereof and at all subsequent times through the completion of the offer and sale of the Notes (unless the Issuer shall have provided the notice referred to in the next sentence), did not, does not and will not include any information that conflicted, conflicts or will it conflict (within the meaning of Rule 433(c) under the Securities Act) with the information then contained in the Registration Statement. If prior to the completion of the offer and sale of the Notes at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted, conflicts or would conflict with the information then contained in the Registration Statement or included, includes or would include an untrue statement of a material fact or omitted, omits or would omit to state a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances prevailing at that subsequent time, not misleading. 2.5 No consent, approval, authorization or other order of any governmental authority is required in connection with the execution or delivery by the Issuer of this Agreement or the issuance and sale by the Issuer of the Securities, except such as may be required under the Securities Act or applicable state securities laws. 2.6 At the time of the issuance of the Securities, the Securities will have been duly authorized and validly issued, and upon payment therefor, will be fully paid and nonassessable and will conform to the description thereof contained in the Offering Circular. 2.7 As of the Effective Date and at the time of any sale of the Securities (collectively, the “Applicable Date”), represents that none of the Issuer, its members, executive officers, directors, general partners, managing members or officers participating in the Offering or persons who own 20% or more of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: it (i) Association with an entity regulated by such commission, authority, agency or officer; will promptly notify the Distributors and (ii) Engaging in the business of securitieswill promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, insurance untrue statement or banking; oromission. (iiid) Engaging References to “the Prospectus” in savings association or credit union activities; or Sections 2(c), 2 (bd) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(cand 2(i) of the Securities Exchange Act of 1934 Distribution Agreement shall be deemed to refer to “the General Disclosure Package and the Prospectus”. (e) Reference to the “Exchange Act”) Registration Statement and the Prospectus as amended or section 203(e) or (fsupplemented at each Representation Date” in Section 2(h) of the Investment Advisers Act of 1940 (Distribution Agreement shall be deemed to refer to “the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable DateRegistration Statement, the subject of an investigation Prospectus or proceeding to determine whether a stop order or suspension order should be issuedthe General Disclosure Package”. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent in writing of the fact which makes the representation or warranty untrue or incorrect.

Representations and Warranties of the Issuer. The Issuer hereby represents represents, covenants, warrants and warrants to the Placement Agent agrees with Dealer for its benefit that: 2.1 A. The Issuer has been duly organized prepared and is validly existing as filed with the Securities and Exchange Commission (the "Commission"), a corporation in good standing Registration Statement and amendments thereto, on Form SB-2 (File No. 333 ________) covering the registration of Securities under the laws Securities Act of 1933 (the "Securities Act") and the Rules and Regulations of the State of NevadaCommission under the Securities Act (the "Rules and Regulations"). Such Registration Statement, has as amended, qualifies for use under Form SB-2 at the time it becomes effective. The registration statement and final prospectus included therein, are herein respectively called the "Registration Statement" and the "Prospectus." B. The Registration Statement and Prospectus, and all requisite power and authority to enter into this Agreement and has all requisite power and authority to conduct its business as described in the Offering Circular. 2.2 This Agreement, when executed by the Issueramendments or supplements thereto, will have been duly authorized and will contain all statements which are required to be a valid and binding agreement of the Issuer, enforceable stated therein in accordance with its terms. 2.3 No defaults exist the Securities Act and the Rules and Regulations and will conform in all material respects with the due performance requirements of the Securities Act and the Rules and Regulations, and neither the Registration Statement nor the Prospectus, nor any amendment or observance of any material obligationsupplement thereto, term, covenant or condition of any agreement or instrument to which the Issuer is a party or by which it is bound. 2.4 Subject to Section 3.3, the Offering Circular does not include nor will it include, through the Offering Termination Date, contain any untrue statement of a material fact nor does it or will it omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading. 2.5 No consent, approval, authorization C. The Accountants who have certified or other order shall certify the audited financial statements of any governmental authority is required in connection the Issuer filed and to be filed with the execution or delivery Commission by the Issuer of this Agreement or the issuance and sale being incorporated by the Issuer reference as part of the Securities, except such Registration Statement and the Prospectus were independent accountants as may be required under by the Securities Act or applicable state securities lawsand the Rules and Regulations. 2.6 At the time D. The financial statements of the issuance Issuer filed with and as part of the SecuritiesRegistration Statement present fairly the financial position of the Issuer, respectively, as of the Securities will have been duly authorized dates of such financial statements, in conformity with generally accepted accounting principles. E. Subsequent to the respective dates as of which information is given in the Registration Statement and validly issuedthe Prospectus, and upon payment thereforexcept as set forth therein or contemplated thereby: (i) there has not been any material adverse change in the condition, will be fully paid financial or otherwise, of the Issuer; and nonassessable and will (ii) the Issuer has not incurred any liability or obligation or entered into any transaction otherwise than in the ordinary course of business, which change or liability, obligation or transaction is material to the financial condition of the Issuer F. The Securities conform to the description thereof contained in the Offering CircularProspectus in all material respects. 2.7 As of G. Neither the Effective Date and at issuance nor the time of any sale of the Securities (collectivelySecurities, nor the “Applicable Date”), that none consummation of any other of the Issuertransactions herein contemplated, its members, executive officers, directors, general partners, managing members or officers participating in nor the Offering or persons who own 20% or more fulfillment of the Issuer: 2.7.1 Has been convictedterms hereof, within 10 years will conflict with, result in a breach of or constitute a default under the terms of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Actindenture, or any other rule material agreement or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission instrument to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, which the Issuer will immediately notify be subject, or to the Placement Agent best of their respective knowledge, any order or regulation applicable to any or all of them of any court, regulatory or governmental body having jurisdiction over them or any of their respective properties or operations H. The Securities, when issued, will be duly authorized, validly issued, fully paid and nonassessable. I. The Issuer has been duly formed pursuant to Delaware and is validly existing as a corporation in writing good standing under the laws of the fact which makes State of Delaware with full power and authority to own properties (or interest therein) and conduct its business as described in the representation or warranty untrue or incorrectProspectus.

Representations and Warranties of the Issuer. The By executing this Subscription Agreement, the Issuer hereby represents represents, warrants and warrants covenants to the Placement Agent Purchaser, which representations, warranties and covenants will be true and correct as of the Closing Date (as herein defined) with same force and effect as if made at and as of the Closing (and acknowledges that the Purchaser is relying thereon) that: 2.1 a) The Issuer has been duly incorporated and organized and is validly existing as a corporation in good standing valid and subsisting Issuer under the laws of the State of NevadaNevada and is duly qualified to carry on business in each jurisdiction wherein the carrying out of the activities contemplated makes such qualifications necessary; b) The shares which form a part of the Units will, upon issue and delivery, be validly issued as fully paid and non-assessable. c) The Issuer has all requisite the full corporate right, power and authority to enter into execute this Agreement and has all requisite power and authority to conduct its business as described in the Offering Circular. 2.2 This Subscription Agreement, when executed by and to issue the Issuer, will have been duly authorized Units to the Purchaser pursuant to the terms of this Subscription Agreement d) This Subscription Agreement constitutes a binding and will be a valid and binding agreement enforceable obligation of the Issuer, enforceable in accordance with its terms. 2.3 No defaults exist in e) This Subscription has been given for valuable consideration and is irrevocable, except with the due performance or observance written consent of any material obligation, term, covenant or condition of any agreement or instrument to which the Issuer is a party or by which it is boundIssuer. 2.4 Subject f) The Issuer has filed all forms, reports, documents and information required to Section 3.3be filed by it, whether pursuant to applicable securities laws or otherwise, with the Offering Circular does not include nor will it includeExchange (or one of its predecessors) or the applicable securities regulatory authorities (the "Disclosure Documents"). As of the time the Disclosure Documents were filed with the applicable securities regulators and on SEDAR (System for Electronic Document Analysis and Retrieval) as applicable (or, through if amended or superseded by a filing prior to the Offering Termination Datedate of this Agreement, then on the date of such filing): (i) each of the Disclosure Documents complied in all material respects with the requirements of the applicable securities laws; and (ii) none of the Disclosure Documents contained any untrue statement of a material fact nor does it or will it omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. 2.5 No consent, approval, authorization or other order g) The financial statements of any governmental authority is required in connection with the execution or delivery by the Issuer of this Agreement or the issuance and sale by the Issuer of the Securities, except such as may be required under the Securities Act or applicable state securities laws. 2.6 At the time of the issuance of the Securities, the Securities will have been duly authorized and validly issued, and upon payment therefor, will be fully paid and nonassessable and will conform to the description thereof contained in the Offering Circular. 2.7 As Disclosure Documents : (i) complied as to form in all material respects with the published rules and regulations under the applicable securities laws; (ii) were reported in accordance with United States generally accepted accounting principles or International Financial Reporting Standards, as the case may be; and (iii) present fairly the consolidated financial position of the Effective Date Issuer and at the time of any sale of the Securities (collectivelyits subsidiaries, the “Applicable Date”), that none of the Issuer, its members, executive officers, directors, general partners, managing members or officers participating in the Offering or persons who own 20% or more of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, thatif any, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale respective dates thereof and the consolidated results of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out operations of the conduct Issuer and its subsidiaries, if any, for the periods covered thereby. h) There is no "material fact" or "material change" (as those terms are defined in the Acts) in the affairs of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securitiesIssuer that has not been generally disclosed to the public. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent in writing of the fact which makes the representation or warranty untrue or incorrect.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Placement Agent thatInitial Purchasers, as of the date hereof (unless otherwise specified), as follows: 2.1 (a) The Preliminary Offering Circular and the Other Materials were as of their respective dates, at the Time of Sale and as of the Closing Date, and the Final Offering Circular is as of the date thereof and as of the Closing Date, accurate in all material respects, and the Preliminary Offering Circular and the Other Materials did not as of their respective dates, at the Time of Sale and as of the Closing Date, and the Final Offering Circular does not as of the date thereof and as of the Closing Date, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading (it being understood that no representation or warranty is made with respect to the omission of information in the Preliminary Offering Circular regarding the final amount of the Offered Notes (as reflected in the Final Offering Circular) or pricing and price-dependent information, which information shall of necessity appear only in the Final Offering Circular). Notwithstanding the foregoing, this representation and warranty does not apply to any statements or omissions made in reliance upon and in conformity with the Initial Purchasers Information. (b) The representations and warranties of the Issuer in the Indenture are true and correct in all material respects. (c) The Issuer has been is duly organized formed and is validly existing as a corporation statutory trust in good standing under the laws of the State of NevadaDelaware, has all requisite with power and authority to enter into this Agreement own its properties and has all requisite power and authority to conduct its business as described in the Preliminary Offering CircularCircular and the Final Offering Circular and to execute, deliver and perform its obligations under the Indenture, to authorize the issuance of the Notes, and to consummate the transactions contemplated by the Indenture. 2.2 This (d) The Notes have been duly authorized, and, when executed, issued and delivered pursuant to the Indenture, duly authenticated by the Indenture Trustee and paid for by the Initial Purchasers in accordance with this Agreement, will be duly and validly executed, authenticated, issued and delivered and entitled to the benefits provided by the Indenture; the Indenture has been duly authorized by the Issuer and, when executed and delivered by the IssuerIssuer and the Indenture Trustee, will have been duly authorized and will be constitute a valid and binding agreement of the Issuer, enforceable against the Issuer in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Issuer or in the event of any moratorium or similar occurrence affecting the Issuer and to general principles of equity; and the Series 2007-1 Notes and the Indenture conform to the descriptions thereof in the Preliminary Offering Circular and the Final Offering Circular in all material respects. 2.3 No defaults exist (e) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or Blue Sky laws of various jurisdictions), required in connection with the due valid and proper authorization, issuance and sale of the Notes by the Issuer have been taken or obtained. (f) The Issuer is not in violation of its organizational documents or in default in its respective performance or observance of any material obligation, termagreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties are bound which would have a material adverse effect on the transactions contemplated in this Agreement or in the Indenture. The execution, delivery and performance of the Indenture, and the issuance and delivery of the Notes and compliance with the terms and provisions thereof will not result in a material breach or violation of any of the terms and provisions of, or constitute a material default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Issuer or any of its properties or any agreement or instrument to which the Issuer is a party or by which it the Issuer is boundbound or to which any of the properties of the Issuer is subject, or the organizational documents of the Issuer; and the Issuer has full power and authority to authorize and issue the Notes as contemplated by this Agreement and the Indenture and to enter into the Indenture. 2.4 Subject (g) Other than as set forth or contemplated in the Preliminary Offering Circular, there are no legal or governmental proceedings pending or, to Section 3.3the knowledge of the Issuer, threatened to which the Offering Circular does not include nor will it includeIssuer is a party or to which any property of the Issuer is the subject which, through if determined adversely to the Offering Termination DateIssuer, any untrue statement of could individually or in the aggregate reasonably be expected to (i) have a material fact nor does it adverse effect on the interests of the holders of the Notes, or will it omit (ii) impair materially the ability of the Issuer to state a material fact required to be stated therein or necessary to make perform its obligations under the statements therein not misleadingIndenture. 2.5 No consent(h) Any taxes, approval, authorization or fees and other order of any governmental authority is required charges in connection with the execution or execution, delivery by the Issuer of this Agreement or the issuance and sale performance by the Issuer of the Securities, except such as may Indenture shall have been paid or will be required under the Securities Act paid by or applicable state securities laws. 2.6 At the time on behalf of the issuance of the Securities, the Securities will have been duly authorized and validly issued, and upon payment therefor, will be fully paid and nonassessable and will conform Issuer at or prior to the description thereof contained in Closing Date to the Offering Circularextent then due. 2.7 As of the Effective Date and at the time of any sale of the Securities (collectively, the “Applicable Date”), that none of the Issuer, its members, executive officers, directors, general partners, managing members or officers participating in the Offering or persons who own 20% or more of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commissionWhen the Series 2007-1 Notes are issued pursuant to the Indenture, authoritythe Offered Notes will be eligible for resale pursuant to Rule 144A and will not be of the same class (within the meaning of Rule 144A under the Act) as securities that are listed on a national securities exchange registered under Section 6 of the Exchange Act, agency or officer;quoted in a U.S. automated inter-dealer quotation system. (iij) Engaging Neither the Issuer nor any person acting on its behalf has offered or sold any Series 2007-1 Notes by means of any general solicitation or general advertising within the meaning of Rule 502(c) under the Act. Neither the Issuer nor any of its affiliates (directly or indirectly) has offered or sold or will offer or sell any Series 2007-1 Notes or similar security in a manner that would render the business issuance and sale of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on the Series 2007-1 Notes a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act, or require registration pursuant thereto, nor will it authorize any person to act in such manner. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission (k) When the Series 2007-1 Notes are issued pursuant to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrectIndenture, the Issuer will immediately notify not be required to be registered as an “investment company” as such term is defined in the Placement Agent in writing Investment Company Act of the fact which makes the representation or warranty untrue or incorrect1940, as amended.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to SCM, and each Selling Group Member with whom SCM has entered into or will enter into a Selling Group Member Agreement, that as of the Placement Agent date hereof and as of each date that the Units are sold hereunder; provided, that, to the extent such representations and warranties are given only as of a specified date or dates, the Issuer only makes such representations and warranties as of such date or dates: 2.1 The Issuer a. This Agreement has been duly organized authorized, executed and is validly existing as a corporation in good standing under the laws of the State of Nevada, has all requisite power and authority to enter into this Agreement and has all requisite power and authority to conduct its business as described in the Offering Circular. 2.2 This Agreement, when executed delivered by the Issuer, will have been duly authorized Issuer and will be constitutes a valid and legally binding agreement obligation of the Issuer, enforceable against the Issuer in accordance with its terms., except as the same may be subject to the effects of (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether considered in a proceeding at law or in equity); 2.3 No defaults exist b. The Issuer has obtained all necessary approvals, consents, licenses and registrations from any governmental entity or any other person or entity necessary to perform its obligations hereunder and shall maintain all such approvals, consents and registrations in full force and effect during the term of this Agreement and the performance of such obligations will not contravene or result in a breach of any provision of its certificate of incorporation, by-laws or other organizational document or any agreement, instrument, order, law or regulation binding upon it; c. The Issuer has complied and will comply in all material respects with all applicable federal and state securities laws in connection with the offering of the Units d. The Issuer has or will prepare copies of the Offering Documents, as the same may be amended or supplemented by Issuer from time to time, including the subscription agreement for the Units, for delivery to prospective purchasers of the Units in accordance with the instructions provided by SCM (the “Subscription Agreement”); provided that SCM and the Selling Group Members will be entitled to rely upon the accuracy and completeness of all information provided by the Issuer or Company and, subject to the other provisions of this Agreement and the Sponsor Consulting Agreement, shall have no additional obligation to independently verify the accuracy or completeness of such information other than information relating to SCM and its affiliates and the information in the due performance section of the PPM entitled “Plan of Distribution”; e. The PPM and all Offering Documents will not, as of their date and as supplemented or observance of any material obligation, term, covenant or condition of any agreement or instrument to which amended by the Issuer is a party or by which it is bound. 2.4 Subject to Section 3.3as of the date of each Closing, the Offering Circular does not include nor will it include, through the Offering Termination Date, any intentionally and knowingly contain an untrue statement of a material fact nor does it or will it intentionally and knowingly omit to state a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. 2.5 No consent; provided, approvalhowever, authorization or other order of any governmental authority is required in connection with the execution or delivery by that the Issuer of this Agreement makes no warranty or representation with respect to any statement contained in the issuance PPM or Offering Documents made in reliance upon and sale by in conformity with information furnished to the Issuer by SCM or any Selling Group Member for use in the PPM; f. Neither the Issuer, nor any of its affiliates, nor any person acting on their respective behalf, directly or indirectly, will offer or sell during the SecuritiesTerm, except such as may be required under or has knowingly offered or sold within the last 12 months preceding the Term, the Units or any securities convertible or exchangeable into the Units, in any manner prohibited by Rule 502(c) of the Securities Act or applicable state securities lawsof 1933, as amended. 2.6 At the time g. The Issuer will, subject to timely receipt of the issuance all applicable information from SCM, timely file an electronic Notice of the Securities, the Exempt Offering of Securities will have been duly authorized and validly issued, and upon payment therefor, will be fully paid and nonassessable and will conform on Form D relating to the description thereof contained in the Offering Circular. 2.7 As of the Effective Date and at the time of any sale of the Securities (collectively, the “Applicable Date”), that none of the Issuer, its members, executive officers, directors, general partners, managing members or officers participating in the Offering or persons who own 20% or more of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the Securities and Exchange Commission (the “SEC”); or) under Regulation D and any required amendments thereto; (c) Arising out h. None of the conduct Issuer, any of its predecessors, any director, executive officer, other officer of the business Issuer participating in the Offering or any beneficial owner of 20% or more of the Issuer’s outstanding voting equity securities, calculated on a basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Issuer in any capacity at the time of sale (each, an underwriter“Issuer Covered Person” and, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is together “Issuer Covered Persons”) is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct “Bad Actor” disqualifications described in Rule 506(d)(1)(i) through 506(d)(1)(viii) under the Securities Act (a “Disqualifying Event”), except for a Disqualifying Event covered by Rule 506(d)(2) or Rule 506(d)(3) under the Securities Act; provided, however, that the Issuer has exercised reasonable care to determine: (i) the identity of the business of each person that is an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is Issuer Covered Person and (ii) whether any Issuer Covered Person is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions)Disqualifying Event; further provided, a state authority however, that supervises or examines banksthe Issuer has complied, savings associations or credit unionsto the extent applicable, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1its disclosure obligations under Rule 506(e) of the Securities Act, section 10(band has furnished to SCM a copy of any disclosures provided thereunder; i. With respect to each Issuer Covered Person, the Issuer has established procedures reasonably designated to ensure that the Issuer receives notice from each such Issuer Covered Person of: (i) any Disqualifying Event relating to that Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualifying Event relating to that Issuer Covered Person, in each case, occurring up to and including, the Exchange Act last date on which Limited Liability Interest are offered in the Offering; and j. The Issuer will be structured and 17 CFR 240.10b-5, section 15(c)(1) of operated in a manner to at all times comply with the Exchange Act and section 206(1exemption from registration provided in Section 3(c)(5)(C) of the Investment Advisers ActCompany Act of 1940, as amended. Except as specifically set forth herein, Company and Issuer make no other warranties, express or implied, arising out of or in connection with this Agreement, and specifically disclaim any other rule express or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended implied warranty. SCM acknowledges and agrees that Company and Issuer does not and cannot guarantee any specific business outcome or expelled from membership inresult arising in connection with SCM performance hereunder, or suspended or barred from association withincluding, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter inwithout limitation, any registration statement actual or Regulation A offering statement filed with the SEC that, within 5 years attempted sale of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issuedUnits hereunder. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent in writing of the fact which makes the representation or warranty untrue or incorrect.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Placement Agent Purchaser, and acknowledges that the Purchaser is relying on these representations and warranties in entering into this Agreement, that: 2.1 The (a) the Issuer has been is a valid and subsisting company, duly organized incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction in which it was incorporated, continued or amalgamated; (b) the Issuer is a reporting issuer in British Columbia and Alberta, and the Issuer is not, to the best of Nevadaits knowledge, in material default of any of the requirements of the Applicable Securities Laws of those jurisdictions; (c) the Issuer’s subsidiaries (the “Subsidiaries”), if any, are valid and subsisting companies and in good standing under the laws of the jurisdictions in which they were incorporated; (d) the common shares of the Issuer are listed and posted for trading on the Exchange and, to the best of its knowledge, the Issuer is not in material default of any of the listing requirements of the Exchange; (e) upon their issuance, the Units will be validly issued and outstanding fully paid and non-assessable common shares of the Issuer registered as directed by the Purchaser, free and clear of all trade restrictions (except as may be imposed by operation of the Applicable Securities Laws) and all liens, charges or encumbrances of any kind whatsoever; (f) the Issuer and its Subsidiaries, if any, hold all licences and permits that are required for carrying on their business in the manner in which such business has been carried on and the Issuer and its Subsidiaries, if any, have the corporate power and capacity to own the assets owned by them and to carry on the business carried on by them and they are duly qualified to carry on business in all requisite power jurisdictions in which they carry on business; (g) the Issuer’s financial statements contain no untrue statement of a material fact as at the date thereof, nor do they omit to state a material fact which, at the date thereof, was required to have been stated or was necessary to prevent a statement that was made from being false or misleading in the circumstances in which it was made; (h) to the best of its knowledge, and except as publicly disclosed, there are no material actions, suits, judgments, investigations or proceedings of any kind whatsoever outstanding, pending or threatened against or affecting the Issuer or its Subsidiaries, if any, at law or in equity or before or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau or agency of any kind whatsoever and, to the best of the Issuer’s knowledge, there is no basis therefor; (i) the Issuer has good and sufficient right and authority to enter into this Agreement and has all requisite power complete its transactions contemplated under this Agreement on the terms and authority conditions set forth herein; and (j) to conduct the best of its business as described knowledge, the execution and delivery of this Agreement, the performance of its obligations under this Agreement and the completion of its transactions contemplated under this Agreement will not conflict with, or result in the Offering Circular. 2.2 This Agreementbreach of or the acceleration of any indebtedness under, when executed by or constitute default under, the Issuer, will have been duly authorized and will be a valid and binding agreement constating documents of the IssuerIssuer or any indenture, enforceable in accordance with its terms. 2.3 No defaults exist in the due performance mortgage, agreement, lease, licence or observance other instrument of any material obligation, term, covenant or condition of any agreement or instrument kind whatsoever to which the Issuer is a party or by which it is bound. 2.4 Subject to Section 3.3, the Offering Circular does not include nor will it include, through the Offering Termination Date, or any untrue statement of a material fact nor does it judgment or will it omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. 2.5 No consent, approval, authorization or other order of any governmental authority is required in connection with the execution or delivery by the Issuer of this Agreement or the issuance and sale by the Issuer of the Securities, except such as may be required under the Securities Act or applicable state securities laws. 2.6 At the time of the issuance of the Securities, the Securities will have been duly authorized and validly issued, and upon payment therefor, will be fully paid and nonassessable and will conform to the description thereof contained in the Offering Circular. 2.7 As of the Effective Date and at the time kind whatsoever of any sale of the Securities (collectively, the “Applicable Date”), that none of the Issuer, its members, executive officers, directors, general partners, managing members Court or officers participating in the Offering or persons who own 20% or more of the Issuer: 2.7.1 Has been convicted, within 10 years administrative body of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securitieskind whatsoever by which it is bound. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent in writing of the fact which makes the representation or warranty untrue or incorrect.

Representations and Warranties of the Issuer. The In addition to the representations, warranties and agreements of the Issuer hereby in the Terms Agreement (including those incorporated by reference therein from the Distribution Agreement), the Issuer, as of the date of the Terms Agreement, and as of the settlement date for the sale of the Notes that is specified in the Terms Agreement (the “Closing Date”) represents and warrants to the Placement Agent to, and agree with, each Distributor that: 2.1 The (a) If, immediately prior to December 1, 2008, any Distributor holds any Notes purchased by it and having the status of an unsold allotment in the initial distribution, the Issuer will, prior to that date, file, if it has been duly organized not already done so, a new shelf registration statement relating to the Notes, will use its reasonable best efforts to cause such registration statement to be declared effective within 180 days after that date and is validly existing as a corporation in good standing under will take all other actions necessary or appropriate to permit the laws public offering and sale of the State of Nevada, has all requisite power and authority Notes to enter into this Agreement and has all requisite power and authority to conduct its business continue as described contemplated in the Offering Circularexpired Registration Statement relating to the Notes. References herein to the “Registration Statement” shall include such new shelf registration statement. 2.2 This Agreement(b) As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) and the Statutory Prospectus, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when executed by considered together with the IssuerGeneral Disclosure Package, will have been duly authorized and will be a valid and binding agreement of the Issuer, enforceable in accordance with its terms. 2.3 No defaults exist in the due performance or observance of any material obligation, term, covenant or condition of any agreement or instrument to which the Issuer is a party or by which it is bound. 2.4 Subject to Section 3.3, the Offering Circular does not include nor will it include, through the Offering Termination Date, included any untrue statement of a material fact nor or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does it not apply to statements in or omissions from any documents included in the Statutory Prospectus based upon written information furnished to the Issuer by any Distributor specifically for use therein. (c) Each Issuer Free Writing Prospectus, as of its issue date, as of the date hereof and at all subsequent times through the completion of the offer and sale of the Notes (unless the Issuer shall have provided the notice referred to in the next sentence), did not, does not and will not include any information that conflicted, conflicts or will it conflict (within the meaning of Rule 433(c) under the Securities Act) with the information then contained in the Registration Statement. If prior to the completion of the offer and sale of the Notes at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted, conflicts or would conflict with the information then contained in the Registration Statement or included, includes or would include an untrue statement of a material fact or omitted, omits or would omit to state a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Issuer represents that it (i) will promptly notify the Distributors and (ii) will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. 2.5 No consent, approval, authorization or other order of any governmental authority is required in connection with (d) At the execution or delivery by time the Issuer or any person acting on its behalf (within the meaning, for this clause only, of this Agreement or the issuance and sale by the Issuer of the Securities, except such as may be required Rule 163(c) under the Securities Act or applicable state securities laws. 2.6 At the time of the issuance of the Securities, the Securities will have been duly authorized and validly issued, and upon payment therefor, will be fully paid and nonassessable and will conform Act) made any offer relating to the description thereof contained Notes in the Offering Circular. 2.7 As of the Effective Date and at the time of any sale of the Securities (collectively, the “Applicable Date”), that none of the Issuer, its members, executive officers, directors, general partners, managing members or officers participating in the Offering or persons who own 20% or more of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations reliance on the activities, functions or operations exemption of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of Rule 163 under the Securities Act, section 10(bthe Issuer was a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act; and at the earliest time after the filing of the Registration Statement that the Issuer or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Exchange Act and 17 CFR 240.10b-5Notes, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of Issuer was not an “ineligible issuer” as defined in Rule 405 under the Securities Act. 2.7.6 Is suspended or expelled from membership in(e) References to “the Prospectus” in Sections 2(c), or suspended or barred from association with, a member 2 (d) and 2(i) of a registered national securities exchange or a registered national or affiliated securities association for any act or omission the Distribution Agreement shall be deemed to act constituting conduct inconsistent with just refer to “the General Disclosure Package and equitable principles of tradethe Prospectus”. 2.7.7 Has filed (f) Reference to the “Registration Statement and the Prospectus as a registrant amended or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with supplemented at each Representation Date” in Section 2(h) of the SEC that, within 5 years of any Applicable Date, was Distribution Agreement shall be deemed to refer to “the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable DateRegistration Statement, the subject of an investigation Prospectus or proceeding to determine whether a stop order or suspension order should be issuedthe General Disclosure Package”. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent in writing of the fact which makes the representation or warranty untrue or incorrect.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Placement to, and agrees with, each Agent thatas follows: 2.1 The Issuer has been duly organized and is validly existing as (a) A registration statement (No. 33-64305), including a corporation in good standing under the laws of the State of Nevadaprospectus, has all requisite power and authority relating to enter into this Agreement and has all requisite power and authority to conduct its business as described in the Offering Circular. 2.2 This Agreement, when executed by the Issuer, will have been duly authorized and will be a valid and binding agreement debt securities of the Issuer, enforceable including the Securities ("Registered Securities"), has been filed with the Securities and Exchange Commission ("Commission") and has become effective. Pursuant to Rule 429 under the Securities Act of 1933, as amended (the "Act"), the prospectus also relates to debt securities of the Issuer registered pursuant to registration statement No. 33-57597 filed with the Commission which has also become effective. Such registration statements, as amended as of the Closing Date (as defined in accordance Section 3(e) hereof), are hereinafter referred to as the "Registration Statement", and the prospectus included in such Registration Statement, as supplemented as of the Closing Date with its termsrespect to the offering of the Securities, including all material incorporated by reference therein, is hereinafter referred to as the "Prospectus". Any reference in this Agreement to amending or supplementing the Prospectus shall be deemed to include the filing of materials incorporated by reference in the Prospectus after the Closing Date and any reference in this Agreement to any amendment or supplement to the Prospectus shall be deemed to include any such materials incorporated by reference in the Prospectus after the Closing Date. 2.3 No defaults exist (b) On the effective date of the Registration Statement relating to the Registered Securities, such Registration Statement conformed in all material respects to the due performance or observance requirements of any material obligation, term, covenant or condition of any agreement or instrument to which the Issuer is a party or by which it is bound. 2.4 Subject to Section 3.3Act, the Offering Circular does Trust Indenture Act of 1939 ("Trust Indenture Act") and the rules and regulations of the Commission ("Rules and Regulations") and did not include nor will it include, through the Offering Termination Date, any untrue statement of a material fact nor does it or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and on the Closing Date, the Registration Statement and the Prospectus, and at each of the times of acceptance and of delivery referred to in Section 6(a) hereof and at each of the times of amendment or supplementing referred to in Section 6(b) hereof (the Closing Date and each such time being herein sometimes referred to as a "Representation Date"), the Registration Statement and the Prospectus as then amended or supplemented, will conform in all material respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or will it omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, except that the foregoing does not apply to statements in or omissions from any of such documents based upon written information furnished to the Issuer by any Agent specifically for use therein. (c) The documents incorporated by reference in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as applicable, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Prospectus, or any amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. 2.5 No (d) The financial statements, and the related notes thereto, included or incorporated by reference in the Registration Statement and the Prospectus present fairly the consolidated financial position of the Issuer and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their consolidated cash flows for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis, and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; and the pro forma financial information, and the related notes thereto, if any, included or incorporated by reference in the Registration Statement and the Prospectus has been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable. (e) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, business, prospects, management, financial position, stockholders' equity or results of operations of the Issuer and its subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Prospectus; and except as set forth or contemplated in the Prospectus neither the Issuer nor any of its subsidiaries has entered into any transaction or agreement (whether or not in the ordinary course of business) material to the Issuer and its subsidiaries taken as a whole. (f) The Issuer has been duly incorporated and is validly existing as a corporation in good standing under the laws of the state of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the Issuer and its subsidiaries taken as a whole. (g) Each of the Issuer's subsidiaries has been duly incorporated and is validly existing as a corporation under the laws of its jurisdiction of incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the Issuer and its subsidiaries taken as a whole. (h) Each of this Agreement and any other applicable Terms Agreement has been duly authorized, executed and delivered by the Issuer and constitutes the valid and binding agreement of the Issuer, except as rights to indemnity and contribution hereunder or thereunder may be limited by applicable law. (i) The Securities have been duly authorized, and, when issued and delivered in accordance with the Indenture and delivered to and paid for by the purchasers thereof in accordance with this Agreement and any applicable Terms Agreement, will have been duly executed, issued and delivered by the Issuer and will constitute valid and binding obligations of the Issuer entitled to the benefits provided by the Indenture; the Indenture has been duly authorized, executed and delivered by the Issuer and qualified under the Trust Indenture Act and constitutes a valid and binding instrument; and the Indenture conforms, and the Securities of any particular issuance of Securities will conform, to the descriptions thereof in the Prospectus as amended or supplemented to relate to such issuance of Securities. (j) Neither the Issuer nor any of its subsidiaries is, or with the giving of notice or lapse of time or both would be, in violation of or in default under, its Articles of Incorporation or Articles of Association, as the case may be, or By-Laws or any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Issuer or any of its subsidiaries is a party or by which it or any of them or any of their respective properties is bound, except for violations and defaults which individually and in the aggregate are not material to the Issuer and its subsidiaries taken as a whole or to the holders of the Securities; the issue and sale of the Securities and the performance by the Issuer of all of its obligations under the Securities, the Indenture, this Agreement and any Terms Agreement, and the consummation of the transactions herein and therein contemplated, will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Issuer or any of its subsidiaries is a party or by which the Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Issuer or any of its subsidiaries is subject, nor will such action result in any violation of the provisions of the Articles of Incorporation or the By-Laws of the Issuer or any applicable law or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Issuer, its subsidiaries or any of their respective properties; and no consent, approval, authorization authorization, order, registration or other order qualification of or with any such court or governmental authority agency or body is required in connection with for the execution or delivery by issue and sale of the Issuer of this Agreement Securities or the issuance and sale consummation by the Issuer of the Securitiesother transactions contemplated by this Agreement, any applicable Terms Agreement or the Indenture, except such as have been, or will have been prior to the Closing Date (as defined in Section 3(e) hereof), obtained under the Act or the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under the Securities Act or applicable state securities laws. 2.6 At or Blue Sky laws in connection with the time of the issuance offer and sale of the Securities. (k) Other than as set forth or contemplated in the Prospectus, the Securities will have been duly authorized and validly issuedthere are no legal or governmental proceedings pending or, and upon payment therefor, will be fully paid and nonassessable and will conform to the description thereof contained in the Offering Circular. 2.7 As of the Effective Date and at the time of any sale of the Securities (collectively, the “Applicable Date”), that none knowledge of the Issuer, threatened to which the Issuer or any of its memberssubsidiaries is or may be a party or to which any property of the Issuer or any of its subsidiaries is or may be the subject which, executive officersif determined adversely to the Issuer or any of its subsidiaries, directors, general partners, managing members could individually or officers participating in the Offering aggregate reasonably be expected to have a material adverse effect on the general affairs, business, prospects, management, consolidated financial position, stockholders' equity or persons who own 20% or more results of operations of the Issuer and its subsidiaries taken as a whole, and, to the best of the Issuer:'s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; and there are no contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be described in the Registration Statement or the Prospectus which are not filed or described as required. 2.7.1 Has (l) Immediately after any sale of Securities by the Issuer hereunder or under any applicable Terms Agreement, the aggregate amount of Securities which shall have been convicted, within 10 years issued and sold by the Issuer hereunder or under any Terms Agreement and of any Applicable Date of any felony or misdemeanor registered Securities (other than the Securities) that was: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the Securities shall have been issued and Exchange Commission (the “SEC”); or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC sold pursuant to sections 15(b) or 15B(c) the Registration Statement will not exceed the amount of Registered Securities registered under the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stockRegistration Statement. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent in writing of the fact which makes the representation or warranty untrue or incorrect.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Placement Agent thatto, and agrees with, each Distributor as follows: 2.1 The Issuer has been duly organized and is validly existing as (a) A registration statement (No. 333-83649), including a corporation in good standing under the laws prospectus, relating to $150,000,000 aggregate principal amount of the State of Nevada, has all requisite power and authority to enter into this Agreement and has all requisite power and authority to conduct its business as described in the Offering Circular. 2.2 This Agreement, when executed by the Issuer, will have been duly authorized and will be a valid and binding agreement debt securities of the Issuer, enforceable and a registration statement (No. 33-40233) relating to $50,000,000 aggregate principal amount of debt securities of the Issuer, including the Securities (the "Registered Securities") (including a prospectus which, as supplemented from time to time, shall be used in accordance connection with its termssales of the Securities) have been filed with the Securities and Exchange Commission (the "Commission") and have been declared effective under the Securities Act of 1933, as amended (the "Act"). Such registration statements, as amended as of the Closing Date (as defined in Section 3(e) hereof), are hereinafter collectively referred to as the "Registration Statement," and the prospectus included in registration statement no. 333-83649 as supplemented so as generally to describe the Securities and the terms of the offering of the Securities, including all material incorporated by reference therein, is hereinafter referred to as the "Prospectus." Any reference in this Agreement to amending or supplementing the Prospectus shall be deemed to include the filing of materials incorporated by reference in the Prospectus after the Closing Date and any reference in this Agreement to any amendment or supplement to the Prospectus shall be deemed to include any such materials incorporated by reference in the Prospectus after the Closing Date. 2.3 No defaults exist (b) On the effective date of each part of the Registration Statement, such Registration Statement conformed in all material respects to the due performance or observance requirements of any material obligation, term, covenant or condition of any agreement or instrument to which the Issuer is a party or by which it is bound. 2.4 Subject to Section 3.3Act, the Offering Circular does Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and regulations of the Commission ("Rules and Regulations") and did not include nor will it include, through the Offering Termination Date, any untrue statement of a material fact nor does it or will it omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading, and on the Closing Date, and at each of the times of acceptance and of delivery referred to in Section 6(a) hereof and at each of the times of amendment or supplementing referred to in Section 6(b) hereof (the Closing Date and each such time being herein sometimes referred to as a "Representation Date"), each part of the Registration Statement and the Prospectus as then amended or supplemented will conform in all material respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or will omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, except that the foregoing does not apply to statements in or omissions from any of such documents based upon written information furnished to the Issuer by any Distributor specifically for use therein. 2.5 No consent(c) The Issuer has been duly incorporated and is an existing corporation in good standing under the laws of the State of Minnesota, approvalwith power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; and the Issuer is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification except where the failure to so qualify would not have a material adverse effect on the business, authorization financial condition, results of operations or properties of the Issuer and its subsidiaries taken as a whole (a "Material Adverse Effect"). (d) Each subsidiary of the Issuer has been duly incorporated and is an existing corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; and each subsidiary of the Issuer is duly qualified to do business as a foreign corporation in good standing in all other order jurisdictions in which its ownership or lease of any governmental authority property or the conduct of its business requires such qualification except where the failure to so qualify would not have a Material Adverse Effect; all of the issued and outstanding capital stock of each subsidiary of the Issuer has been duly authorized and validly issued and is required in connection with fully paid and nonassessable; and the execution capital stock of each subsidiary owned by the Issuer, directly or delivery through subsidiaries, is owned free from liens, encumbrances and defects. (e) The Indenture has been duly authorized, executed and delivered by the Issuer and duly qualified under the Trust Indenture Act and constitutes a valid and legally binding obligation of this Agreement or the issuance and sale by the Issuer enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of the Securities, except such as may be required under general applicability relating to or affecting creditors' rights and to general equity principles (regardless of whether enforceability is considered in a proceeding at law or in equity); the Securities Act or applicable state securities laws. 2.6 At have been duly authorized, and when the time of the issuance of the SecuritiesSecurities have been delivered and paid for pursuant to this Agreement, the Securities will have been duly authorized executed, authenticated, issued and validly issued, and upon payment therefor, will be fully paid and nonassessable delivered and will conform in all material respects to the description thereof contained in the Offering CircularProspectus and will constitute valid and legally binding obligations of the Issuer enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (regardless of whether enforceability is considered in a proceeding at law or in equity). 2.7 As (f) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required for the consummation of the Effective Date transactions contemplated by this Agreement in connection with the issuance and at the time of any sale of the Securities by the Issuer, except such as have been obtained and made under the Act and the Trust Indenture Act and such as may be required under state securities or Blue Sky laws. (collectivelyg) The execution, delivery and performance of the Indenture and this Agreement do not, and the completion, execution and issuance of each particular Security in accordance with the Indenture, the “Applicable Date”)sale by the Issuer of such Security in accordance with this Agreement and compliance with the terms and provisions thereof will not, result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Issuer or any subsidiary of the Issuer or any of their properties, or any agreement or instrument to which the Issuer or any such subsidiary is a party or by which the Issuer or any such subsidiary is bound or to which any of the properties of the Issuer or any such subsidiary is subject and which is material to the issuer and its subsidiaries taken as a whole, or the charter or by-laws of the Issuer or any such subsidiary, and the Issuer has full power and authority to authorize, issue and sell the Securities as contemplated by this Agreement. (h) This Agreement (including any agreement with respect to the offering and sale of particular Securities as contemplated by Section 3) has been duly authorized, executed and delivered by the Issuer. (i) Except as disclosed in the Prospectus, the Issuer and its subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, in each case free from liens, encumbrances and defects that none would materially affect the value thereof or materially interfere with the use made or to be made thereof by them; and except as disclosed in the Prospectus, the Issuer and its subsidiaries hold any leased real or personal property under valid and enforceable leases with no exceptions that would materially interfere with the use made or to be made thereof by them. (j) The Issuer and its subsidiaries possess adequate certificates, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by them and have not received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that, if determined adversely to the Issuer or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect. (k) No labor dispute with the employees of the Issuer or any subsidiary exists or, to the knowledge of the Issuer, is imminent that is reasonably likely to result in a Material Adverse Effect. (l) The Issuer and its memberssubsidiaries own, executive officerspossess or can acquire on reasonable terms, directorsadequate trademarks, general partnerstrade names and other rights to inventions, managing members know-how, patents, copyrights, confidential information and other intellectual property (collectively, "intellectual property rights") necessary to conduct the business now operated by them, or officers participating presently employed by them, and have not received any notice of infringement of or conflict with asserted rights of others with respect to any intellectual property rights that, if determined adversely to the Issuer or any of its subsidiaries, would individually or in the Offering aggregate have a Material Adverse Effect. (m) Except as disclosed in the Prospectus, neither the Issuer nor any of its subsidiaries is in violation of any statute, any rule, regulation, decision or persons who own 20% order of any governmental agency or more body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the Issuer: 2.7.1 Has been convictedenvironment or human exposure to hazardous or toxic substances (collectively, within 10 years "environmental laws"), to the knowledge of the Issuer owns or operates any real property contaminated with any substance that is subject to any environmental laws, is liable for any off-site disposal or contamination pursuant to any environmental laws, or is subject to any claim relating to any environmental laws, which violation, contamination, liability or claim would individually or in the aggregate have a Material Adverse Effect; and the Issuer is not aware of any Applicable Date of any felony or misdemeanor that was:pending investigation which might lead to such a claim. (an) In connection with Except as disclosed in the purchase Prospectus, there are no pending actions, suits or proceedings against or affecting the Issuer, any of its subsidiaries or any of their respective properties that, if determined adversely to the Issuer or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect, or would materially and adversely affect the ability of the Issuer to perform its obligations under the Indenture or this Agreement, or which are otherwise material in the context of the sale of any security;the Securities; and, to the Issuer's knowledge, no such actions, suits or proceedings are threatened or contemplated. (bo) Involving The financial statements included or incorporated by reference in the making Registration Statement and Prospectus present fairly the financial position of the Issuer and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles applied on a consistent basis; and the schedules included in the Registration Statement present fairly the information required to be stated therein. (p) Except as disclosed in the Prospectus, since the date of the latest audited financial statements included or incorporated by reference in the Prospectus, there has been no material adverse change, nor any false filing with development or event involving a prospective material adverse change, in the financial condition, business, properties or results of operations of the Issuer and its subsidiaries taken as a whole. (q) The Issuer is not and, after giving effect to the offering and sale of the Securities and Exchange Commission (the “SEC”); orapplication of the proceeds thereof as described in the Prospectus, will not be an "investment company," as defined in the Investment Company Act of 1940. (cr) Arising out Neither the Issuer nor any of its affiliates does business with the government of Cuba or with any person or affiliate located in Cuba within the meaning of Section 517.075, Florida Statutes, and the Issuer agrees to comply with such Section if prior to the completion of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) distribution of the Securities Exchange Act it commences doing such business. (s) Immediately after any sale of 1934 (Securities by the “Exchange Act”) Issuer hereunder or section 203(e) under any Terms Agreement, the aggregate amount of Securities which shall have been issued and sold by the Issuer hereunder or (f) under any Terms Agreement and of any debt securities of the Investment Advisers Act Issuer (other than such Securities) that shall have been issued and sold pursuant to the Registration Statement will not exceed the amount of 1940 (debt securities registered under the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stockRegistration Statement. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent in writing of the fact which makes the representation or warranty untrue or incorrect.

Representations and Warranties of the Issuer. 5.1 The Issuer hereby represents and warrants to the Placement Agent Purchaser, and acknowledges that the Purchaser is relying on these representations and warranties in entering into this Agreement, that: 2.1 The (a) the Issuer has been is a valid and subsisting company, duly organized incorporated and is validly existing as a corporation in good standing under the laws of the State of Nevadajurisdiction in which it was incorporated, has all requisite power and authority to enter into this Agreement and has all requisite power and authority to conduct its business as described in the Offering Circular. 2.2 This Agreementcontinued or amalgamated, when executed by the Issuer, will no proceedings have been duly authorized and will be a valid and binding agreement taken, instituted or, are pending for the dissolution of the Issuer, enforceable in accordance with and the Issuer has all of the requisite corporate power, capacity and authority carry on its terms.businesses as now conducted or proposed to be conducted and to own or lease and operate the property and assets thereof; 2.3 No defaults exist in the due performance or observance of any material obligation, term, covenant or condition of any agreement or instrument to which (b) the Issuer is a party reporting issuer in British Columbia, Alberta and Ontario, and the Issuer is not in material default of any of the requirements of the Applicable Securities Laws; (c) the Issuer is in good standing and licensed, registered or qualified as an extra-provincial or foreign corporation in all jurisdictions where the character of the property or assets thereof owned or leased or the nature of the activities conducted by it make licensing, registration or qualification necessary and is carrying on the business thereof in compliance with all applicable laws, rules and regulations of each such jurisdiction; (d) the Issuer’s subsidiaries (the “Subsidiaries”), if any, are valid and subsisting companies and in good standing under the laws of the jurisdictions in which they were incorporated; (e) the common shares of the Issuer are listed and posted for trading on the Exchange and the Issuer is not in default of any of the listing requirements of the Exchange; (f) upon their issuance, the Unit Shares and the Warrant Shares will be validly issued and outstanding fully paid and non-assessable common shares of the Issuer registered as directed by the Purchaser, and, upon their issuance, the Securities will be free and clear of all liens, charges or encumbrances of any kind whatsoever and will not be subject to a restricted period or statutory hold period which extends beyond four months and one day after the First Closing Date or the Second Closing Date, as applicable, and the certificates representing the Securities shall bear only the following legend: UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [the date which is four months and one day after the First Closing Date or Second Closing Date, as applicable, will be inserted]. WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [the date which is four months and one day after the First Closing Date or Second Closing Date, as applicable, will be inserted]. (g) the Issuer and its Subsidiaries, if any, have good and marketable title to their property and assets free and clear of all liens, charges and encumbrances of any kind whatsoever; (h) the Issuer and its Subsidiaries, if any, hold either directly or indirectly freehold title, mining leases, mining claims or other conventional property, proprietary or contractual interests or rights including interests and rights under option and/or joint venture agreements, recognized in the jurisdiction in which a particular property is located, in respect of the ore bodies and minerals located in properties in which they have an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit them to explore the minerals relating thereto, all such property, leases or claims and all property, leases or claims in which they have any interest or right have been validly located and recorded in accordance with all applicable laws and are valid and subsisting, they have all necessary surface rights, access rights and other necessary rights and interests relating to the properties in which they have an interest granting them the right and ability to explore for minerals, ore and metals for development purposes as are appropriate in view of the rights and interest therein of it, with only such exceptions as do not interfere with the use made by them of the rights or interests so held, and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in the name of the Issuer or its Subsidiaries, if any, as applicable; (i) the Issuer and its Subsidiaries, if any, hold all licences and permits that are required for carrying on their business in the manner in which such business has been carried on and the Issuer and its Subsidiaries, if any, have the corporate power and capacity to own the assets owned by them and to carry on the business carried on by them and they are duly qualified to carry on business in all jurisdictions in which they carry on business; (j) the audited consolidated financial statements of the Issuer for the years ended December 31, 2012 and December 31, 2011 (the “Audited Financial Statements”) together with the auditors' report thereon and the notes thereto, have been prepared in accordance with international financial reporting standards applied on a basis consistent with prior periods (except as disclosed in such consolidated financial statements), and present fairly the financial condition and position of the Issuer on a consolidated basis as at the dates thereof and such consolidated financial statements contain no direct or implied statement of a material fact which is untrue on the date of such consolidated financial statements and do not omit to state any material fact which is required by international financial reporting standards or by applicable law to be stated or reflected therein or which it is bound.necessary to make the statements contained therein not misleading; 2.4 Subject (k) since December 31, 2012: (i) the Issuer has not paid or declared any dividend or incurred any material capital expenditure or made any commitment therefor except in the ordinary course of business in connection with its mineral exploration activities; (ii) the Issuer has not incurred any obligation or liability, direct or indirect, contingent or otherwise, except in the ordinary course of business and which is not, and which in the aggregate are not, material; and (iii) the Issuer has not entered into any material transaction, except in each case as disclosed in the Information; (l) the auditors of the Issuer who audited the Audited Financial Statements and who provided their audit report thereon are independent public accountants within the meaning of the applicable securities laws; (m) except as disclosed in the Information, there are no material actions, suits, judgments, investigations or proceedings of any kind whatsoever outstanding, pending or, to Section 3.3the best of its knowledge, threatened against or affecting the Offering Circular does Issuer or its Subsidiaries, if any, at law or in equity or before or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau or agency of any kind whatsoever and, to the best of the Issuer’s knowledge, there is no basis therefor; (n) each of the documents which is part of the Information is, as of the date thereof, in compliance in all material respects with the Applicable Securities Laws and did not include nor will it include, through the Offering Termination Date, contain any untrue statement of a material fact nor does it or will it omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and such documents collectively constitute full, true and plain disclosure of all material facts relating to the Issuer and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading., as of the date hereof. There is no fact known to the Issuer which the Issuer has not publicly disclosed which materially adversely affects, or so far as the Issuer can reasonably foresee, will materially adversely affect, the assets, liabilities (contingent or otherwise), capital, affairs, business, prospects, operations or condition (financial or otherwise) of the Issuer or the ability of the Issuer to perform its obligations under this Agreement or which would otherwise be material to any person intending to make an equity investment in the Issuer; 2.5 No consent(o) the Issuer is in compliance with all timely disclosure obligations under the Applicable Securities Laws and, approvalwithout limiting the generality of the foregoing, there has not occurred any material adverse change in the assets, liabilities (contingent or otherwise), capital, affairs, business, prospects, operations or condition (financial or otherwise) of the Issuer which has not been publicly disclosed and none of the documents filed by or on behalf of the Issuer pursuant to the applicable securities laws contain a misrepresentation (as such term is defined in the BC Act) as at the date thereof; (p) the Issuer maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are completed in accordance with the general or a specific authorization of management of the Issuer; (ii) transactions are recorded as necessary to permit the preparation of consolidated financial statements for the Issuer in conformity with international financial reporting standards and to maintain asset accountability; (iii) access to assets of the Issuer is permitted only in accordance with the general or a specific authorization of management of the Issuer; and (iv) the recorded accountability for assets of the Issuer is compared with the existing assets of the Issuer at reasonable intervals and appropriate action is taken with respect to any differences therein; (q) the Issuer is authorized to issue, among other things, an unlimited number of Shares, of which, as of the date hereof 80,660,193 Shares were issued and outstanding as fully paid Shares; (r) no order ceasing or suspending trading in the securities of the Issuer nor prohibiting sale of such securities has been issued to the Issuer and to the best of the Issuer’s knowledge no investigations or proceedings for such purposes are pending or threatened; (s) no person has any agreement, option, right or privilege (whether pre-emptive, contractual or otherwise) capable of becoming an agreement for the purchase, acquisition, subscription for or issue of any of the unissued shares or other order securities of the Issuer, except pursuant to the outstanding options, warrants and preferred shares disclosed in the Information and VMS Ventures’ pre-emptive rights; (t) other than VMS Ventures’ pre-emptive rights, the issue of the Securities will not be subject to or trigger any governmental authority is required in connection with the execution pre-emptive right or delivery other contractual right to purchase securities granted by the Issuer or to which the Issuer is subject and which has not been waived; (u) the Issuer has full corporate power and authority to enter into this Agreement and to do all acts and things and execute and deliver all documents as are required hereunder to be done, observed, performed or executed and delivered by it in accordance with the terms hereof and the Issuer has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and to observe and perform the provisions of this Agreement in accordance with the provisions hereof including, without limitation, the issue of the Securities to the Purchaser; (v) this Agreement constitutes a binding obligation of the Issuer enforceable in accordance with its terms, subject to the laws relating to creditors’ rights generally and equitable remedies; (w) none of the creation, issuance and sale of the Securities by the Issuer, the execution and delivery of this Agreement, the compliance by the Issuer with the provisions of this Agreement or the issuance and sale by the Issuer consummation of the Securitiestransactions contemplated herein, do or will (i) require the consent, approval, or authorization, order or agreement of, or registration or qualification with, any governmental agency, body or authority, court, stock exchange, securities regulatory authority or other person, except (A) such as have been obtained, or (B) such as may be required under the Securities Act applicable securities laws and the policies and rules of the Exchange and will be obtained by the First Closing Date or Second Closing Date, as applicable, or (ii) conflict with or result in any breach or violation of any of the provisions of, or constitute a default under, or create a state of facts which after notice or lapse of time, or both, would constitute a default under any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Issuer is a party or by which it or any of its properties or assets is bound, or the constitution, articles or by-laws or any other constating document of the Issuer or any resolution passed by the directors (or any committee thereof) or shareholders of the Issuer, or any statute or any judgment, decree, order, rule, policy or regulation of any court, governmental authority, arbitrator, stock exchange or securities regulatory authority applicable state securities lawsto the Issuer or any of the properties or assets thereof; (x) there exists no continuing liabilities or obligations of the Issuer in respect of the activities, business, actions or agreements of the Issuer prior to April 5, 2010; (y) there is no person acting or purporting to act in connection with the transactions contemplated herein who is entitled to any brokerage or finder’s fee; and (z) any inspection or investigation by or in behalf of Subscriber shall not limit or affect any of the representations or express or implied warranties of Issuer which are contained herein or which are to be included or implied in any document, instrument or agreement to be delivered at the Closing. 2.6 At 5.2 Unless the time Issuer otherwise has advised the Purchaser in writing, the representations and warranties of the issuance of the Securities, the Securities will have been duly authorized and validly issued, and upon payment therefor, will be fully paid and nonassessable and will conform to the description thereof Issuer contained in the Offering Circular. 2.7 As of the Effective Date and this Subscription Agreement shall be true at the time of any sale Closing as though they were made at the time of Closing and shall survive the completion of the Securities (collectively, transactions contemplated under this Subscription Agreement for a period of one year from the “Applicable Date”), that none of the Issuer, its members, executive officers, directors, general partners, managing members or officers participating in the Offering or persons who own 20% or more of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable First Closing Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees to immediately notify the Placement Agent if there is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Placement Agent in writing of the fact which makes the representation or warranty untrue or incorrect.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Placement Agent thatInitial Purchasers that as of the date hereof and as of the Closing Date: 2.1 The Issuer has been duly organized and is validly existing as a corporation in good standing under (a) (A) At 12:30 p.m. on February 20, 2013, the laws time of the State first contract of Nevada, has all requisite power and authority to enter into this Agreement and has all requisite power and authority to conduct its business as described in the Offering Circular. 2.2 This Agreement, when executed sale by the Issuer, will have been duly authorized Initial Purchasers for any notes (the “Time of Sale”) and will be a valid and binding agreement as of the Issuer, enforceable in accordance with its terms. 2.3 No defaults exist in the due performance or observance of any material obligation, term, covenant or condition of any agreement or instrument to which the Issuer is a party or by which it is bound. 2.4 Subject to Section 3.3date, the Additional Disclosure Documents and the Preliminary Offering Circular does Memorandum did not include nor will it include, through the Offering Termination Date, any untrue statement of a material fact nor does it or will it omit to state a any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. 2.5 No consent; and (B) the Offering Memorandum, approval, authorization or other order as of any governmental authority is required in connection with the execution or delivery by the Issuer of this Agreement or the issuance its date and sale by the Issuer as of the SecuritiesClosing Date, except such as may will not include any untrue statement of a material fact or omit to state any material fact required to be required under stated therein or necessary to make the Securities Act or applicable state securities laws. 2.6 At the time statements therein, in light of the issuance of circumstances under which they were made, not misleading; provided, however, that the Securities, the Securities will have been duly authorized and validly issued, and upon payment therefor, will be fully paid and nonassessable and will conform foregoing does not apply to the description thereof information contained in or omitted from the Offering CircularInitial Purchaser Information (as defined in Section 13). 2.7 As of the Effective Date and at the time of any sale of the Securities (collectively, the “Applicable Date”), that none of the Issuer, its members, executive officers, directors, general partners, managing members or officers participating in the Offering or persons who own 20% or more of the Issuer: 2.7.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving The statements in the making Offering Memorandum under the captions “Description of any false filing with the Securities Management Agreement,” “Description of the Contribution and Exchange Commission (Sale Agreement,” “Description of the Series 2013-1 Notes and the Series 2013-1 Supplement”, “SEC”); orDescription of the Indenture” and “Description of the Transition Agent Agreement,” insofar as they purport to constitute a summary of the principal terms of the Notes and the Series 2013-1 Transaction Documents conform in all material respects to the terms of the Notes and the Series 2013-1 Transaction Documents. (c) Arising out The Issuer is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware. The Issuer is duly qualified to do business in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, except where the business failure to be so qualified would not reasonably be expected to have a material adverse effect upon the Issuer or the ability of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor the Issuer to perform any of purchasers of securitiesits obligations under any Series 2013-1 Transaction Document to which it is a party. 2.7.2 Is subject (d) The Issuer has all necessary limited liability company power and authority to any orderexecute and deliver the Notes. Each Note has been duly and validly authorized by the Issuer and, judgment from and after the date on which such Note is executed by the Issuer and authenticated by the Indenture Trustee in accordance with the terms of the Indenture and the Series 2013-1 Supplement and delivered to and paid for by the Initial Purchasers in accordance with the terms of this Agreement, shall be validly issued and outstanding and shall constitute a valid and legally binding obligation of the Issuer enforceable against the Issuer in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or decree other similar laws affecting the enforcement of any court creditors’ rights generally and by general principles of competent jurisdictionequity, entered within 5 years before any Applicable Date, that, as regardless of such Applicable Date, restrains whether enforceability is considered in a proceeding in equity or enjoins such person from engaging or continuing in any conduct or practice:at law. (ae) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 2.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 2.7.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 2.7.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 2.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 2.7.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 2.7.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 2.7.9 The Issuer agrees has all necessary limited liability company power and authority to immediately notify execute and deliver this Agreement and the Placement Agent if there other Series 2013-1 Transaction Documents to which it is a violation or potential violation of the representations set forth in this Section 2.7 during the Offering Period. 2.8 The representations party; and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer is and will immediately notify continue to be authorized to perform its obligations under the Placement Agent in writing of Indenture, this Agreement and the fact which makes the representation or warranty untrue or incorrect.other Series 2013-1