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

Representations and Warranties of the Seller. 5.1 The Seller represents, warrants and, where applicable, covenants to the Acquiror as follows and acknowledges that the Acquiror is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement: (a) if the Seller is a corporate body, the Seller has been duly formed and is validly existing under the laws of its jurisdiction of incorporation and has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement by the Seller and the performance by the Seller of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement and the performance of the Seller’s obligations hereunder; (c) this Agreement has been duly executed and delivered by the Seller and, assuming the due authorization, execution and delivery by the Acquiror, constitutes a legal, valid and binding obligation, enforceable by the Acquiror against the Seller in accordance with its provisions, subject to bankruptcy, insolvency and other applicable Laws affecting creditor’s rights generally and general principles of equity; (i) the Seller is the beneficial owner of, or controls or directs the voting rights in respect of, the Subject Securities free and clear of any and all Liens; and (ii) the only Shares, Options or other securities of the Company beneficially owned, or over which control or direction is exercised by the Seller are those listed immediately under the Seller’s name on the signature pages hereto; (e) the Seller has the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior to the Effective Time, be beneficially owned solely by the Seller with good and marketable title thereto, free and clear of any and all Liens; (f) no individual or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreement; (g) none of the execution and delivery by the Seller of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents of the Seller, if applicable; (ii) any agreement or instrument to which the Seller is a party or by which the Seller or any of the Seller’s property or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority with respect to the Seller, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability of the Seller to perform its obligations under this Agreement or otherwise delay the Seller in performing such obligations; and (h) there are no legal proceedings in progress or pending before any Governmental Entity, or, to the knowledge of the Seller, threatened, against the Seller or the Seller’s affiliates that would adversely affect in any manner the Seller’s ability to enter into this Agreement and to perform its obligations hereunder. The representations and warranties of the Seller set forth in this Article 5 shall, if the Seller is a director and/or officer of the Company, survive the Effective Date and shall continue thereafter in full force and effect for the benefit of the Acquiror without limitation as to time or, if the Seller is not a director and/or officer of the Company, expire and be terminated and extinguished on the earliest to occur of the Effective Time and the termination of this Agreement in accordance with Article 7.

Representations and Warranties of the Seller. 5.1 The Seller -------------------------------------------- hereby represents, warrants and, where applicable, and covenants with and to the Acquiror as follows and acknowledges that Issuer, the Acquiror is relying upon these representationsIndenture Trustee, warranties and covenants in connection with the entering into of this Agreement Servicer and the Arrangement AgreementSecurityholders as of the Closing Date: (a) if the The Seller is a corporate bodycorporation duly organized, the Seller has been duly formed validly existing, and is validly existing in good standing under the laws of its jurisdiction the State of incorporation Nevada and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each Mortgaged Property State if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller and perform its obligations as Seller hereunder except where the failure to be so licensed, qualified or in good standing, either singularly or in the aggregate, would not have a material adverse effect on its business or its ability to perform its obligations hereunder; the Seller has the power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action of the Seller; this Agreement evidences the valid, binding and enforceable obligation of the Seller; and all requisite action has been taken by the Seller to make this Agreement valid, binding and enforceable upon the Seller in accordance with its obligations hereunder;terms, subject 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. (b) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which the Seller makes no such representation or warranty) that are necessary in connection with the purchase and sale of the Securities and the execution and delivery by the Seller of this Agreement and the other related documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and such other documents on the part of the Seller and the performance by the Seller of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize as Seller under this Agreement and the performance of the Seller’s obligations hereunder;such other documents to which it is a party. (c) The consummation of the transactions contemplated by this Agreement has been duly executed and delivered by the Seller and, assuming the due authorization, execution and delivery by the Acquiror, constitutes a legal, valid and binding obligation, enforceable by the Acquiror against the Seller will not result in accordance with its provisions, subject to bankruptcy, insolvency and other applicable Laws affecting creditor’s rights generally and general principles of equity; (i) the Seller is the beneficial owner of, or controls or directs the voting rights in respect of, the Subject Securities free and clear breach of any and all Liens; and terms or provisions of the Articles of Incorporation or Bylaws of the Seller, (ii) the only Sharesbreach of any term or provision of, Options or conflict with or constitute a default under or result in the acceleration of any obligation under, any material agreement, indenture or loan or credit agreement or other securities of material instrument to which the Company beneficially ownedSeller, or over its property is subject, or (iii) the violation of any law, rule, regulation, order, judgment or decree to which control the Seller or direction its respective property is exercised subject. (d) Neither this Agreement nor the Prospectus nor any statement, report or other document prepared by the Seller are those listed immediately under and furnished or to be furnished pursuant to this Agreement or in connection with the Seller’s name on transactions contemplated hereby contains any untrue statement of material fact or omits to state a material fact necessary to make the signature pages hereto;statements contained herein or therein not misleading. (e) There is no action, suit, proceeding or investigation pending or, to the best of the Seller's knowledge, threatened against the Seller has which, either in any one instance or in the sole right to vote all aggregate, may result in any material adverse change in the Subject Securities and all such Subject Securities shallbusiness, immediately prior to the Effective Timeoperations, be beneficially owned solely by financial condition, properties or assets of the Seller with good and marketable title thereto, free and clear or in any material impairment of any and all Liens; (f) no individual the right or entity has any agreement or optionability of the Seller to carry on its business substantially as now conducted, or in any right or privilege (whether by law, pre-emptive or contractual) capable material liability on the part of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of any of or which would draw into question the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreement; (g) none of the execution and delivery by the Seller validity of this Agreement or the completion Home Loans or performance of the transactions contemplated hereby any action taken or the compliance to be taken in connection with the obligations hereunder by of the Seller will result in a breach of: (i) the constating documents of the Sellercontemplated herein, if applicable; (ii) any agreement or instrument which would be likely to which the Seller is a party or by which the Seller or any of the Seller’s property or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority with respect to the Seller, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair materially the ability of the Seller to perform its obligations under the terms of this Agreement Agreement. (f) The Seller is not in default with respect to any order or otherwise delay decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or otherwise) or operations of the Seller or its properties or might have consequences that would materially and adversely affect its performance hereunder. (g) As of the Closing Date, the Issuer will have good and marketable title to each Initial Home Loan and such other assets included in performing the Trust Estate as of such obligations; anddate free and clear of any lien, mortgage, pledge, charge, security interest or other encumbrance other than the lien of the Indenture. (h) there As of each Subsequent Transfer Date, the Issuer will have good and marketable title to each Subsequent Home Loan transferred on such date and such other items comprising the corpus of the Trust free and clear of any lien, mortgage, pledge, charge, security interest or other encumbrance. (i) The transfer, assignment and conveyance of the Home Loans, the Debt Instruments and the Mortgages by the Seller pursuant to this Agreement or any Subsequent Transfer Agreement are no legal proceedings in progress or pending before any Governmental Entity, or, not subject to the knowledge of the Seller, threatened, against the Seller bulk transfer laws or the Seller’s affiliates that would adversely affect any similar statutory provisions in effect in any manner applicable jurisdiction. (j) The Seller shall provide each Rating Agency with notice and a copy of any amendment to the Seller’s ability to enter into this Agreement and to perform its obligations hereunder. The representations and warranties Articles of Incorporation of the Seller set forth in this Article 5 shall, if promptly after the Seller is a director and/or officer of the Company, survive the Effective Date and shall continue thereafter in full force and effect for the benefit of the Acquiror without limitation as to time or, if the Seller is not a director and/or officer of the Company, expire and be terminated and extinguished on the earliest to occur of the Effective Time and the termination of this Agreement in accordance with Article 7filing thereof.

Representations and Warranties of the Seller. 5.1 The Seller represents, warrants and, where applicable, covenants to the Acquiror as follows and acknowledges that the Acquiror is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement: (a) if the Seller is a corporate body, the Seller has been duly formed and is validly existing under the laws of its jurisdiction of incorporation and has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement by the Seller and the performance by the Seller of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement and the performance of the Seller’s obligations hereunder; (c) this Agreement has been duly executed and delivered by the Seller and, assuming the due authorization, execution and delivery by the Acquiror, constitutes a legal, valid and binding obligation, enforceable by the Acquiror against the Seller in accordance with its provisions, subject to bankruptcy, insolvency and other applicable Laws affecting creditor’s rights generally and general principles of equity; (i) the Seller is the beneficial owner of, or controls or directs the voting rights in respect of, the Subject Securities free and clear of any and all Liens; and (ii) the only Shares, Options or other securities of the Company beneficially owned, or over which control or direction is exercised by the Seller are those listed immediately under the Seller’s name on the signature pages hereto; (e) the Seller has the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior to the Effective Time, be beneficially owned solely by the Seller with good and marketable title thereto, free and clear of any and all Liens; (f) no individual or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreement; (g) none of the execution and delivery by the Seller of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating constitutive documents of the Seller, if applicable; (ii) any material agreement or instrument to which the Seller is a party or by which the Seller or any of the Seller’s property or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority with respect to the Seller, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability of the Seller to perform its obligations under this Agreement or otherwise delay the Seller in performing such obligations; and (h) there are no legal proceedings in progress or pending before any Governmental Entity, or, to the knowledge of the Seller, threatened, against the Seller or the Seller’s affiliates that would adversely affect in any manner the Seller’s ability to enter into this Agreement and to perform its obligations hereunder. The representations and warranties of the Seller set forth in this Article 5 shall, if the Seller is a director and/or officer of the Company, survive the Effective Date and shall continue thereafter in full force and effect for the benefit of the Acquiror without limitation as to time or, if the Seller is not a director and/or officer of the Company, expire and be terminated and extinguished on the earliest to occur of the Effective Time and the termination of this Agreement in accordance with Article 7.

Representations and Warranties of the Seller. 5.1 The Seller represents, represents and warrants and, where applicable, covenants to the Acquiror Purchaser both on the date hereof and on the date of the Closing as follows and acknowledges that the Acquiror is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreementfollows: (a) if the Seller is a corporate body, the The Seller has been duly formed and is validly existing under the laws of its jurisdiction of incorporation and has all necessary requisite power and authority to execute execute, deliver and deliver carry out the terms and provisions of this Agreement and to perform its obligations hereunderconsummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement; (b) The Seller is duly organized and validly existing and in good standing under the laws of the jurisdiction of its incorporation, has the requisite corporate power and authority to execute, deliver and to consummate the transactions contemplated hereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement; (c) The Seller is the sole beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of the Convertible Debenture and has good and marketable title to the Convertible Debenture and there exists no liens, claims, options, proxies, voting agreements, charges or encumbrances of whatever nature ("Liens") affecting the Convertible Debenture; (d) Upon transfer to the Purchaser by the Seller of the Convertible Debenture, the Purchaser will have good and marketable title to the Convertible Debenture free and clear of all Liens; (e) The Convertible Debenture constitutes all of the securities of the Purchaser beneficially owned, directly or indirectly, by the Seller or any of its "affiliates" (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, which definition shall apply for all purposes of this Agreement); (f) The Convertible Debenture has never been converted, in whole or in part, into shares of Common Stock of the Purchaser other than the partial conversion of $104,514.35 on September 24, 2004; (g) The execution and delivery of this Agreement by the Seller does not, and the performance by the Seller of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement and the performance of the Seller’s obligations hereunder; (c) this Agreement has been duly executed and delivered by the Seller andwill not, assuming the due authorization, execution and delivery by the Acquiror, constitutes constitute a legal, valid and binding obligation, enforceable by the Acquiror against the Seller in accordance with its provisions, subject to bankruptcy, insolvency and other applicable Laws affecting creditor’s rights generally and general principles of equity; (i) the Seller is the beneficial owner violation of, conflict with or controls or directs the voting rights in respect of, the Subject Securities free and clear of any and all Liens; and (ii) the only Shares, Options or other securities of the Company beneficially owned, or over which control or direction is exercised by the Seller are those listed immediately under the Seller’s name on the signature pages hereto; (e) the Seller has the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior to the Effective Time, be beneficially owned solely by the Seller with good and marketable title thereto, free and clear of any and all Liens; (f) no individual or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreement; (g) none of the execution and delivery by the Seller of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents default under any contract, commitment, agreement, understanding, arrangement or restriction of the Seller, if applicable; (ii) any agreement or instrument kind to which the Seller is a party or by which the Seller is bound or any of the Seller’s property or assets is bound; or (iii) any judgment, decree, decree or order or award of any Governmental Authority with respect applicable to the Seller, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability of the Seller to perform its obligations under this Agreement or otherwise delay the Seller in performing such obligations; and (h) there are no legal proceedings in progress or pending before Neither the execution and delivery of this Agreement nor the performance by the Seller of its obligations hereunder will violate any Governmental Entity, or, provision of law applicable to the knowledge of the Seller, threatened, against the Seller or the Seller’s affiliates that would adversely affect in require any manner the Seller’s ability consent or approval of, or filing with or notice to enter into this Agreement and any public body or authority under any provision of law applicable to perform its obligations hereunder. The representations and warranties of the Seller set forth in this Article 5 shall, if other than notices or filings pursuant to the Seller is a director and/or officer of the Company, survive the Effective Date and shall continue thereafter in full force and effect for the benefit of the Acquiror without limitation as to time or, if the Seller is not a director and/or officer of the Company, expire and be terminated and extinguished on the earliest to occur of the Effective Time and the termination of this Agreement in accordance with Article 7federal securities laws.

Representations and Warranties of the Seller. 5.1 The Seller represents, hereby represents and warrants and, where applicable, covenants to the Acquiror Purchaser as follows and acknowledges that the Acquiror is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreementfollows: (a) if the Seller is a corporate body, the The Seller has been duly formed and is validly existing under the laws of its jurisdiction of incorporation and has all necessary full corporate, partnership, limited liability company or similar power and authority authority, as the case may be, to execute make, execute, deliver and deliver perform this Agreement and to carry out all of the transactions provided for herein. (b) The Seller has taken such action as is necessary or appropriate to enable it to perform its obligations hereunder;, including, but not limited to, the sale and transfer of the Seller’s Purchased Notes, and this Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with the terms hereof, except as such enforceability may be limited by (i) general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and (ii) principles of public policy. (bc) the The execution and delivery of this Agreement by the Seller and the performance by the Seller of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement and the performance consummation of the Seller’s obligations hereunder; (c) this Agreement has been duly executed and delivered by the Seller and, assuming the due authorization, execution and delivery by the Acquiror, constitutes a legal, valid and binding obligation, enforceable by the Acquiror against the Seller in accordance with its provisions, subject to bankruptcy, insolvency and other applicable Laws affecting creditor’s rights generally and general principles of equity; transactions contemplated hereby will not violate (i) the organizational documents of Seller or (ii) any applicable laws or orders, regulations, rules or requirements of a court, public body or authority by which Seller is bound, except in the case of clause (ii), for such violations which, individually or in the aggregate, have not had, and would not reasonably be expected to have, a material adverse effect on the ability of Seller to perform its obligations hereunder. (d) Seller is the sole beneficial owner of, or controls or directs the voting rights in respect of, the Subject Securities free and clear of any and all Liens; and (ii) the only Shares, Options or other securities of the Company beneficially owned, or over which control or direction is exercised Purchased Notes to be sold by the Seller are those listed immediately under the Seller’s name on the signature pages hereto; (e) the Seller has the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior to the Effective Time, be beneficially owned solely by the Seller with good and marketable title theretoPurchaser pursuant to this Agreement, free and clear of any and all Liens; (f) no individual or entity has any agreement or optionliens, or any right or privilege (whether by lawclaims, pre-emptive or contractual) capable security interests, pledges, charges, equities, options, restrictions and encumbrances of becoming an agreement or optionwhatever nature, for and the purchase, acquisition or transfer from the Seller of any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreement; (g) none of the execution and delivery by the Seller of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents of the Seller, if applicable; (ii) any agreement or instrument to which the Seller is a party or by which the Seller or any Purchased Notes represent all of the Seller’s property or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority with respect to the Seller, exceptbeneficial ownership, in the case of (ii) and (iii)any manner, such breaches which could notdirectly or indirectly, individually or in the aggregate, impair the ability of the Seller to perform its obligations under this Agreement or otherwise delay the Seller in performing such obligations; andPurchaser’s Senior Convertible Notes. (he) there are no Seller has the full legal proceedings in progress or pending before any Governmental Entityright, or, to the knowledge of the Seller, threatened, against the Seller or the Seller’s affiliates that would adversely affect in any manner the Seller’s ability power and authority to enter into this Agreement and to perform its obligations hereunder. The representations and warranties of , without the Seller set forth in this Article 5 shall, if the Seller is a director and/or officer of the Company, survive the Effective Date and shall continue thereafter in full force and effect need for the benefit consent of any other person or entity other than those consents which have been obtained, except for such consents, the Acquiror without limitation as failure to time orobtain which, if individually or in the Seller is aggregate, would not reasonably be expected to have, a director and/or officer of the Company, expire and be terminated and extinguished material adverse effect on the earliest ability of Seller to occur perform its obligations hereunder. (f) Upon delivery to the Purchaser at the Closing of the Effective Time and the termination of this Agreement Seller’s Purchased Notes in accordance with Article 7the terms hereof, the Purchaser will acquire good and valid title to such note, free and clear of any and all liens, claims, security interests, pledges, charges, equities, options, restrictions and encumbrances, other than such liens, claims, security interests, pledges, charges, equities, options, restrictions and encumbrances that arise from acts of the Purchaser.

Representations and Warranties of the Seller. 5.1 The Seller represents, warrants and, where applicable, and covenants to the Acquiror as follows and acknowledges that the Acquiror is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement AgreementPurchaser as follows: (a) if the A. Seller is a corporate bodylimited liability company organized, the Seller has been duly formed existing and is validly existing in good standing under the laws of its jurisdiction the State of incorporation Indiana; B. This Agreement and all instruments required hereby to be executed and delivered to the Purchaser by Seller are, or when delivered will be, the legal, valid and binding obligations of such Seller; C. Seller has all necessary full power and authority to execute and deliver this Agreement and all related documents and to perform its obligations hereundercarry out the transactions contemplated herein, and this Agreement and all instruments and documents delivered pursuant hereto at the Closing shall be valid and binding documents enforceable against such Seller in accordance with their respective terms; (b) the D. The execution and delivery of this Agreement by the Seller and the performance by the Seller of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement and the performance of the Seller’s obligations hereunder; (c) this Agreement has been duly executed and delivered by the Seller and, assuming the due authorization, execution and delivery by the Acquiror, constitutes a legal, valid and binding obligation, enforceable by the Acquiror against the Seller in accordance with its provisions, subject to bankruptcy, insolvency and other applicable Laws affecting creditor’s rights generally and general principles of equity; (i) the Seller is the beneficial owner of, or controls or directs the voting rights in respect of, the Subject Securities free and clear of any and all Liens; and (ii) the only Shares, Options or other securities of the Company beneficially owned, or over which control or direction is exercised by the Seller are those listed immediately under the Seller’s name on the signature pages hereto; (e) the Seller has the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior to the Effective Time, be beneficially owned solely by the Seller with good and marketable title thereto, free and clear of any and all Liens; (f) no individual or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreement; (g) none of the execution and delivery by the Seller of this Agreement or the completion or performance consummation of the transactions contemplated hereby herein do not conflict with or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents violate any provision of the Sellerany agreement, if applicable; (ii) any agreement instrument, law or instrument regulation to which the Seller is a party or by which the Seller or any of the Seller’s property or assets is bound; ; E. No other approval or (iii) any judgment, decree, order or award authorization of any Governmental Authority with respect to the Seller, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability of the Seller to perform its obligations under this Agreement or any other agreements to be entered into in connection with the transactions contemplated hereby are required by law or otherwise delay the Seller in performing such obligations; and (h) there are no legal proceedings in progress or pending before any Governmental Entity, or, order to the knowledge of the Seller, threatened, against the Seller or the Seller’s affiliates that would adversely affect in any manner the Seller’s ability to enter into make this Agreement and to perform its obligations hereunder. The representations and warranties of or any other agreements entered into in connection with the Seller set forth in this Article 5 shall, if the Seller is a director and/or officer of the Company, survive the Effective Date and shall continue thereafter in full force and effect for the benefit of the Acquiror without limitation as to time or, if the transactions contemplated herein binding upon Seller; F. Seller is not a director and/or officer party to any litigation materially affecting its condition (financially or otherwise) and Seller is not in default or potential default as to any other agreement for borrowed money or as guarantors for any other person, firm or organization; G. To the best of its knowledge, Seller is the owner of and has good and valid and marketable title to the Property, subject only to the Existing Lease and the Permitted Exceptions; H. Seller has full right, power and authority to sell, transfer, convey and assign the Property to Purchaser and will deliver to Purchaser at Closing good, valid and marketable title to the Property, subject only to the Permitted Exceptions; I. There are no judgments existing, nor suits, actions or proceedings pending or threatened in any court which have any material impact against Seller or its property; J. Seller is not a “foreign person” within the meaning of Section 1445 of the CompanyInternal Revenue Code and the Regulations promulgated in connection therewith, expire and be terminated and extinguished on is, therefore, exempt from withholding requirements of said Section; and K. To the earliest best knowledge of Seller, no proceedings have been commenced or threatened by any authority having power of eminent domain to occur condemn any portion of the Effective Time Property. All of the foregoing covenants, representations and warranties (and those stated below) shall be confirmed in writing by Seller to be true and correct as of the termination Closing Date, and such representations, warranties and covenants (and those stated below) which are made as of this Agreement in accordance with Article 7the Closing Date shall survive the Closing. Seller agrees to indemnify, defend, reimburse and hold harmless Purchaser and its successors and/or assigns from and against any damages or claims arising as a result of the breach of any warranty or covenant contained herein or the inaccuracy of any representation of Seller contained herein.

Representations and Warranties of the Seller. 5.1 The Seller represents, warrants and, where applicable, covenants as to the Acquiror as follows and acknowledges that the Acquiror is relying upon these representations, warranties and covenants in connection with the entering into of Purchased Receivables. With respect to each Purchased Receivable sold pursuant to this Agreement (including, without limitation, claims which may be satisfied by set-off of any amounts due under any Receivable), the Seller represents and warrants, as of the Arrangement Agreementdate hereof and on each subsequent Purchase Date, as follows: (a) if Such Receivable is the Seller is a corporate body, the Seller has been duly formed primary liability of an Eligible Payor and is validly existing under recognized by the laws of Eligible Payor as its jurisdiction of incorporation and has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunderprimary liability; (b) The Required Information contained in the execution Purchase Notice is true and delivery of this Agreement by the Seller and the performance by the Seller of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement and the performance of the Seller’s obligations hereundercorrect; (c) this Agreement Such Receivable is not a Defaulted Receivable and has not become a Paid Receivable; (d) The Seller has submitted all necessary documentation and supplied all necessary information for payment of such Receivable to the Payor and has fulfilled all of its other obligations, in respect thereof, including verification of the eligibility of the Receivable for payment by such Payor; (e) Neither the Receivable nor the related Contract has been duly executed satisfied, subordinated or rescinded, or except as disclosed in writing to the Purchaser, amended in any manner; (f) The Eligible Receivable Amount set forth in the applicable Required Information of such Receivable is net of any Contractual Allowance or other modifications and delivered neither the Receivable nor the related Contract has or will be compromised, adjusted, extended, satisfied, subordinated, rescinded, set-off or modified by the Seller andor Payor, assuming and is not nor will be subject to compromise, adjustment, extension, satisfaction, subordination, rescission, set-off, counterclaim, defense, abatement, suspension, deferment, deductible, reduction, termination or modification, whether arising out of transactions concerning the due authorization, execution and delivery Contract or otherwise; (g) Such Receivable is an account receivable created through the provision of medically necessary services or merchandise supplied by the AcquirorSeller in the ordinary course of its business and the sales prices of such services or merchandise were usual, customary and reasonable in the Seller's community for such services; (h) Such Receivable is an "account" within the meaning of the UCC and is not evidenced by an "instrument" within the meaning of the UCC; (i) Such Receivable has a Net Value which, when added to the Net Value of all other Receivables of such Payor or in such Payor Class and which constitute Purchased Receivables hereunder, does not exceed the Concentration Limits; (j) Such Receivable (A) has a Purchase Date no later than 150 days from its Billing Date, (B) with respect to all Purchases following the initial Purchase, the claim with respect to the related Receivable must be submitted to the related Payor no later than 30 days after the Discharge Date of the patient to whom the health care services giving rise to the Receivable were rendered and (C) is not past the statutory limit for collection applicable to the Payor; (k) The related Contract is, and was at the time of the services giving rise to the Receivable, in full force and effect and constitutes a the legal, valid and binding obligation, obligation of the Payor enforceable by the Acquiror against the Seller such Payor in accordance with its provisionsterms, such Receivable was created in accordance with the requirements of the Contract and applicable law, including, without limitation, to the extent the Receivable is subject to bankruptcylimitations imposed by workers' compensation law or a related Contract and is entitled to be paid pursuant to the terms of the related Contract, insolvency and other applicable Laws affecting creditor’s rights generally and general principles of equity; (i) the Seller is the beneficial owner of, or controls or directs the voting rights in respect of, the Subject Securities free and clear a copy of any and all Liens; and (ii) the only Shares, Options or other securities of the Company beneficially owned, or over which control or direction is exercised by the Seller are those listed immediately under the Seller’s name on the signature pages hereto; (e) the Seller has the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior to the Effective Time, be beneficially owned solely by the Seller with good and marketable title thereto, free and clear of any and all Liens; (f) no individual or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreement; (g) none of the execution and delivery by the Seller of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents of the Seller, if applicable; (ii) any agreement or instrument related Contract to which the Seller is a party or by has been delivered to the Purchaser, the amount of the Eligible Receivable does not exceed the limitations so imposed, and each Receivable to which the fees are so restricted has been clearly identified as being subject to such restrictions; (l) Such Receivable is denominated and payable in Dollars of the United States and the Eligible Receivable Amount of such Receivable is not in excess of $150,000; (m) Such Receivable is owned by the Seller free and clear of any Adverse Claim, and the Seller has the right to sell, assign and transfer the same and interests therein as contemplated under this Agreement and, upon such sale, the Purchaser has acquired a valid ownership interest in such Receivable, free and clear of any Adverse Claim; (n) No consent from the Payor or any other Person shall be required to effect the sale of any Purchased Receivables; (o) There are no procedures or investigations pending or threatened before any Governmental Authority (i) asserting the invalidity of such Receivable or such Contract, (ii) asserting the bankruptcy or insolvency of the related Payor, (iii) seeking the payment of such Receivable or payment and performance of such Contract or (iv) seeking any determination or ruling that might materially and adversely affect the validity or enforceability of such Receivable or such Contract; (p) Neither such Receivable nor the related Contract contravenes in any material respect any laws, rules or regulations applicable thereto (including, without limitation, laws, rules and regulations relating to usury, consumer protection, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) and no party to such related Contract is in violation of any such law, rule or regulation in any material respect; (q) Such Receivable complies with such additional criteria and requirements (other than those relating to the collectibility of such Receivables) as the Purchaser may from time to time specify to the Seller following 30 days' notice; (r) The Seller has no knowledge of any fact which should have led it to expect at the time of sale of such Receivable to the Purchaser that the Eligible Receivable Amount of such Receivable would not be paid in full. The parties acknowledge that some of the foregoing representations and warranties may have been made only to the best of the Seller’s property or assets is bound; or (iii) any judgment's knowledge. Nevertheless, decree, order or award notwithstanding the Seller's lack of any Governmental Authority knowledge with respect to an inaccuracy of a representation and warranty, the Seller, except, in the case of (ii) and (iii), parties agree that any such breaches which could not, individually or in the aggregate, impair the ability inaccuracy shall be deemed a breach of the Seller to perform its obligations under this Agreement applicable representation or otherwise delay the Seller in performing such obligations; and (h) there are no legal proceedings in progress or pending before any Governmental Entity, or, to the knowledge of the Seller, threatened, against the Seller or the Seller’s affiliates that would adversely affect in any manner the Seller’s ability to enter into this Agreement and to perform its obligations hereunder. The representations and warranties of the Seller set forth in this Article 5 shall, if the Seller is a director and/or officer of the Company, survive the Effective Date and shall continue thereafter in full force and effect for the benefit of the Acquiror without limitation as to time or, if the Seller is not a director and/or officer of the Company, expire and be terminated and extinguished on the earliest to occur of the Effective Time and the termination of this Agreement in accordance with Article 7warranty.

Representations and Warranties of the Seller. 5.1 The Seller represents, warrants and, where applicable, covenants to the Acquiror Purchaser as follows and acknowledges that the Acquiror is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreementfollows: (a) if the Seller is a corporate bodylimited liability company organized, the Seller has been duly formed and is validly existing and in good standing under the laws of its jurisdiction the State of incorporation Delaware and, if required, authorized to transact business in the State of Indiana and Commonwealth of Kentucky; (b) This Agreement and all instruments required hereby to be executed and delivered to Purchaser by Seller are, or when delivered will be, the legal, valid and binding obligations of such Seller; (c) Seller has all necessary full power and authority to execute and deliver this Agreement and all related documents and to perform its obligations hereundercarry out the transactions contemplated herein, and this Agreement and all instruments and documents delivered pursuant hereto at the Closing shall be valid and binding documents enforceable against such Seller in accordance with their respective terms; (bd) the The execution and delivery of this Agreement by the Seller and the performance by the Seller of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement and the performance of the Seller’s obligations hereunder; (c) this Agreement has been duly executed and delivered by the Seller and, assuming the due authorization, execution and delivery by the Acquiror, constitutes a legal, valid and binding obligation, enforceable by the Acquiror against the Seller in accordance with its provisions, subject to bankruptcy, insolvency and other applicable Laws affecting creditor’s rights generally and general principles of equity; (i) the Seller is the beneficial owner of, or controls or directs the voting rights in respect of, the Subject Securities free and clear of any and all Liens; and (ii) the only Shares, Options or other securities of the Company beneficially owned, or over which control or direction is exercised by the Seller are those listed immediately under the Seller’s name on the signature pages hereto; (e) the Seller has the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior to the Effective Time, be beneficially owned solely by the Seller with good and marketable title thereto, free and clear of any and all Liens; (f) no individual or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreement; (g) none of the execution and delivery by the Seller of this Agreement or the completion or performance consummation of the transactions contemplated hereby herein do not conflict with or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents violate any provision of the Sellerany agreement, if applicable; (ii) any agreement instrument, law or instrument regulation to which the Seller is a party or by which the Seller or any of the Seller’s property or assets is bound; ; (e) No other approval or (iii) any judgment, decree, order or award authorization of any Governmental Authority with respect to the Seller, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability of the Seller to perform its obligations under this Agreement or any other agreements to be entered into in connection with the transactions contemplated hereby are required by law or otherwise delay in order to make this Agreement or any other agreements entered into in connection with the transactions contemplated herein binding upon Seller; (f) To the best of Seller’s knowledge, Seller is the owner of and has insurable title to the Property, subject only to the Permitted Exceptions; (g) To the best of Seller’s knowledge, there are no judgments existing, nor suits, actions or proceedings pending or threatened in performing such obligationsany court which have any material impact against Seller or the Property; and (h) there are no legal proceedings in progress or pending before any Governmental Entity, or, to the knowledge of the Seller, threatened, against the Seller or the Seller’s affiliates that would adversely affect in any manner the Seller’s ability to enter into this Agreement and to perform its obligations hereunder. The representations and warranties of the Seller set forth in this Article 5 shall, if the Seller is a director and/or officer of the Company, survive the Effective Date and shall continue thereafter in full force and effect for the benefit of the Acquiror without limitation as to time or, if the Seller is not a director and/or officer “foreign person” within the meaning of Section 1445 of the CompanyInternal Revenue Code and the Regulations promulgated in connection therewith, expire and is, therefore, exempt from withholding requirements of said Section. When used in this Agreement or in any certificate or other document delivered pursuant hereto, the phrase “to Seller’s knowledge,”, “to the best of Seller’s knowledge” or derivations thereof shall be terminated construed to mean the current, actual knowledge of Xxxxxx Xxxxxx without any obligation to make investigation or inquiry regarding the Property, and extinguished on the earliest without obligation to occur make any investigation of the Effective Time files, documents or studies in the possession of other persons, and shall not include any knowledge which may be imputed to Seller or of any other person. Purchaser acknowledges that the termination individual named above are named solely for the purpose of this Agreement in accordance with Article 7defining and narrowing the scope of Seller’s knowledge and not for the purpose of imposing any liability on or creating any duties running from such individuals to Purchaser. Purchaser covenants that it will bring no action of any kind against such individuals, related to or arising out of these representations and warranties.

Representations and Warranties of the Seller. 5.1 The Seller represents, warrants and, where applicable, covenants to the Acquiror Purchaser as follows and acknowledges that the Acquiror is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreementfollows: (a) if the Seller is a corporate bodylimited liability company organized, the Seller has been duly formed and is validly existing and in good standing under the laws of its jurisdiction the State of incorporation Delaware and, if required, authorized to transact business in the State of Indiana; (b) This Agreement and all instruments required hereby to be executed and delivered to Purchaser by Seller are, or when delivered will be, the legal, valid and binding obligations of such Seller; (c) Seller has all necessary full power and authority to execute and deliver this Agreement and all related documents and to perform its obligations hereundercarry out the transactions contemplated herein, and this Agreement and all instruments and documents delivered pursuant hereto at the Closing shall be valid and binding documents enforceable against such Seller in accordance with their respective terms; (bd) the The execution and delivery of this Agreement by the Seller and the performance by the Seller of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement and the performance of the Seller’s obligations hereunder; (c) this Agreement has been duly executed and delivered by the Seller and, assuming the due authorization, execution and delivery by the Acquiror, constitutes a legal, valid and binding obligation, enforceable by the Acquiror against the Seller in accordance with its provisions, subject to bankruptcy, insolvency and other applicable Laws affecting creditor’s rights generally and general principles of equity; (i) the Seller is the beneficial owner of, or controls or directs the voting rights in respect of, the Subject Securities free and clear of any and all Liens; and (ii) the only Shares, Options or other securities of the Company beneficially owned, or over which control or direction is exercised by the Seller are those listed immediately under the Seller’s name on the signature pages hereto; (e) the Seller has the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior to the Effective Time, be beneficially owned solely by the Seller with good and marketable title thereto, free and clear of any and all Liens; (f) no individual or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreement; (g) none of the execution and delivery by the Seller of this Agreement or the completion or performance consummation of the transactions contemplated hereby herein do not conflict with or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents violate any provision of the Sellerany agreement, if applicable; (ii) any agreement instrument, law or instrument regulation to which the Seller is a party or by which the Seller or any of the Seller’s property or assets is bound; ; (e) No other approval or (iii) any judgment, decree, order or award authorization of any Governmental Authority with respect to the Seller, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability of the Seller to perform its obligations under this Agreement or any other agreements to be entered into in connection with the transactions contemplated hereby are required by law or otherwise delay in order to make this Agreement or any other agreements entered into in connection with the transactions contemplated herein binding upon Seller; (f) To the best of Seller’s knowledge, Seller is the owner of and has insurable title to the Property, subject only to the Permitted Exceptions; (g) To the best of Seller’s knowledge, there are no judgments existing, nor suits, actions or proceedings pending or threatened in performing such obligationsany court which have any material impact against Seller or the Property; and (h) there are no legal proceedings in progress or pending before any Governmental Entity, or, to the knowledge of the Seller, threatened, against the Seller or the Seller’s affiliates that would adversely affect in any manner the Seller’s ability to enter into this Agreement and to perform its obligations hereunder. The representations and warranties of the Seller set forth in this Article 5 shall, if the Seller is a director and/or officer of the Company, survive the Effective Date and shall continue thereafter in full force and effect for the benefit of the Acquiror without limitation as to time or, if the Seller is not a director and/or officer “foreign person” within the meaning of Section 1445 of the CompanyInternal Revenue Code and the Regulations promulgated in connection therewith, expire and is, therefore, exempt from withholding requirements of said Section. When used in this Agreement or in any certificate or other document delivered pursuant hereto, the phrase “to Seller’s knowledge,”, “to the best of Seller’s knowledge” or derivations thereof shall be terminated construed to mean the current, actual knowledge of Xxxxxx Xxxxxx without any obligation to make investigation or inquiry regarding the Property, and extinguished on the earliest without obligation to occur make any investigation of the Effective Time files, documents or studies in the possession of other persons, and shall not include any knowledge which may be imputed to Seller or of any other person. Purchaser acknowledges that the termination individual named above is named solely for the purpose of this Agreement in accordance with Article 7defining and narrowing the scope of Seller’s knowledge and not for the purpose of imposing any liability on or creating any duties running from such individual to Purchaser. Purchaser covenants that it will bring no action of any kind against such individual, related to or arising out of these representations and warranties.

Representations and Warranties of the Seller. 5.1 The Seller representsrepresents and warrants as follows: (a) The Seller is a limited liability company duly formed, warrants andvalidly existing and in good standing under the laws of Delaware, and is duly qualified to do business, and is in good standing, in every jurisdiction where applicablethe nature of its business requires it to be so qualified, covenants unless the failure to so qualify would not have a material adverse effect on (i) the Acquiror as follows interests of the Purchaser hereunder, (ii) the collectibility of the Transferred Receivables, or (iii) the ability of the Seller or the Collection Agent to perform their respective obligations hereunder. (b) The execution, delivery and acknowledges that performance by the Acquiror is relying upon these representations, warranties and covenants in connection with the entering into Seller of this Agreement and the Arrangement Agreement: (a) if other documents to be delivered by it hereunder, including the Seller is a corporate body, the Seller has been duly formed and is validly existing under the laws Seller’s sale of its jurisdiction of incorporation and has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement by the Seller Receivables hereunder and the performance by Seller’s use of the Seller proceeds of its obligations hereunder Purchases, (i) are within the Seller’s limited liability company powers, (ii) have been duly authorized by all necessary limited liability company action, (iii) do not contravene (1) the Seller’s organizational documents, (2) any law, rule or regulation applicable to the Seller, (3) any contractual restriction binding on or affecting the Seller or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting the Seller or its property, and no (iv) do not result in or require the creation of any lien, security interest or other proceedings on charge or encumbrance upon or with respect to any of its part are necessary to authorize this Agreement and properties (except for the performance transfer of the Seller’s obligations hereunder; (c) interest in the Transferred Receivables pursuant to this Agreement). This Agreement and each of the other Transaction Documents to be delivered by the Seller pursuant hereto has been duly executed and delivered by the Seller andSeller. (c) No authorization or approval or other action by, assuming and no notice to or filing with, any governmental authority or regulatory body is required for the due authorizationexecution, execution delivery and delivery performance by the Acquiror, Seller of the Transaction Documents to which it is a party or any other document to be delivered by it thereunder except for the filing of financing statements which are referred to therein. (d) This Agreement and each of the other Transaction Documents to be delivered by the Seller pursuant hereto constitutes a the legal, valid and binding obligation, obligation of the Seller enforceable by the Acquiror against the Seller in accordance with its provisions, subject to terms (except as enforceability may be limited by applicable bankruptcy, insolvency and other applicable Laws insolvency, reorganization or similar laws affecting creditor’s the enforcement of creditors’ rights generally and general principles of equity; (i) the Seller is the beneficial owner of, whether considered in an action at law or controls or directs the voting rights in respect of, the Subject Securities free and clear of any and all Liens; and (ii) the only Shares, Options or other securities of the Company beneficially owned, or over which control or direction is exercised by the Seller are those listed immediately under the Seller’s name on the signature pages hereto;equity). (e) Sales made pursuant to this Agreement will constitute a valid sale, transfer, and assignment of the Seller has the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior Transferred Receivables to the Effective TimePurchaser, be beneficially owned solely by enforceable against creditors of, and purchasers from, the Seller. The Seller with good and marketable title thereto, free and clear of shall have no remaining property interest in any and all Liens;Transferred Receivable. (f) no individual or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreement;[Intentionally omitted.] (g) none of the execution and delivery by the Seller of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents of the Seller, if applicable; (ii) any agreement or instrument to which the Seller There is a party or by which the Seller or any of the Seller’s property or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority with respect to the Seller, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability of the Seller to perform its obligations under this Agreement or otherwise delay the Seller in performing such obligations; and (h) there are no legal proceedings in progress or pending before any Governmental Entity, or, to the knowledge of the Seller, threatened, against action, investigation or proceeding affecting the Seller or any of its subsidiaries before any court, governmental agency or arbitrator which may have a Material Adverse Effect. (h) No proceeds of any Purchase will be used (i) to acquire any equity security of a class which is registered pursuant to Section 12 of the Seller’s affiliates that would adversely affect Securities Exchange Act of 1934, (ii) to acquire any security in any manner transaction which is subject to Section 13 or 14 of such Act or (iii) for any other purpose that violates applicable law, including Regulation G or U of the Seller’s ability to enter into this Agreement and to perform its obligations hereunder. The representations and warranties Federal Reserve Board. (i) No transaction contemplated hereby requires compliance with any bulk sales act or similar law. (j) Each Receivable characterized in any Seller Report or other written statement made by or on behalf of the Seller set forth (whether as Collection Agent or otherwise) as an Eligible Receivable is, as of the date of such Seller Report or other statement, an Eligible Receivable. Each Transferred Receivable, together with the Related Security, is owned (immediately prior to its sale hereunder) by the Seller free and clear of any Adverse Claim (other than any Adverse Claim arising solely as the result of any action taken by the Purchaser). When the Purchaser makes a Purchase it shall acquire valid and perfected first priority ownership of each Transferred Receivable and the Related Security and Collections with respect thereto free and clear of any Adverse Claim (other than any Adverse Claim arising solely as the result of any action taken by the Purchaser), and no effective financing statement or other instrument similar in effect covering any Transferred Receivable, any interest therein, the Related Security or Collections with respect thereto is on file in any recording office except such as may be filed in favor of Club Car in accordance with the Initial Purchase Agreement, in favor of the Seller in accordance with the Secondary Purchase Agreement, in favor of Purchaser in accordance with this Agreement, or in connection with any Adverse Claim arising solely as the result of any action taken by the Purchaser. Nothing in this Article 5 shall, if Section 4.01(j) shall constitute a representation or warranty by the Seller is a director and/or officer as to the priority, as against any other secured creditors of the Companyrelevant Obligor, survive of any Underlying Inventory Security Interest. (k) Each Seller Report (if prepared by the Effective Date Seller, or to the extent that information contained therein is supplied by the Seller), information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by the Seller to the Purchaser in connection with this Agreement is or will be accurate in all material respects as of its date or (except as otherwise disclosed to the Purchaser at such time) as of the date so furnished. (l) The principal place of business and chief executive office of the Seller and the office where the Seller keeps its records concerning the Transferred Receivables are located at the address or addresses referred to in Section 5.01(b). The Seller has not changed its name during the two years prior to the date of this Agreement. (m) The names and addresses of all the Lock-Box Banks, together with the account numbers of the Lock-Box Accounts at such Lock-Box Banks, are specified in Exhibit B (as the same may be updated from time to time pursuant to Section 5.01(g)). The Lock-Box Accounts are the only accounts into which Collections of Receivables are deposited or remitted, except as expressly permitted pursuant to the terms of Section 5.01(h) hereof. (n) None of the Seller or any Originator is known by or uses any registered tradename or doing-business-as name. (o) With respect to any programs used in the servicing of the Receivables, no sublicensing agreements are necessary in connection with the designation of a new Collection Agent pursuant to Section 6.01 so that such new Collection Agent shall continue thereafter in full force and effect for have the benefit of such programs (it being understood that, however, the Acquiror without limitation as to time orCollection Agent, if other than IR Company or an affiliate thereof, shall be required to be bound by a confidentiality agreement reasonably acceptable to the applicable Originator), except for those programs licensed from Persons which are not affiliated with the applicable Originator which by the express terms of such license either (i) require the consent of the licensor for any sublicensing thereof or (ii) prohibit any such sublicensing. (p) The sale of Transferred Receivables by the Seller to the Purchaser pursuant to this Agreement, and all other transactions between the Seller and the Purchaser, have been and will be made in good faith and without intent to hinder, delay or defraud creditors of the Seller. (q) The Seller has (i) timely filed all federal tax returns required to be filed, (ii) timely filed all other material state and local tax returns, and (iii) paid or made adequate provision for the payment of all taxes, assessments and other governmental charges (other than any tax, assessment or governmental charge which is being contested in good faith and by proper proceedings, and with respect to which the obligation to pay such amount is adequately reserved against in accordance with and to the extent required by generally accepted U.S. accounting principles). (r) The Seller is not, and is not a director and/or officer controlled by, an “investment company” within the meaning of the CompanyInvestment Company Act of 1940, expire or is exempt from all provisions of such act. (s) The receivables credit and be terminated collection policies and extinguished on the earliest to occur practices of the Effective Time Originators attached hereto as Exhibit A are in effect as of the date of this Agreement. Since the date of this Agreement, there have been no material changes in the Credit and Collection Policy other than in accordance with this Agreement. (t) No event or circumstance has occurred since the termination date of this Agreement that has a Material Adverse Effect. (u) With respect to each Transferred Receivable, the Seller (i) shall have received each Transferred Receivable acquired by it as a contribution to the capital of the Seller by Club Car or (ii) shall have purchased such Transferred Receivable from Club Car in exchange for payment (made by the Seller to Club Car in accordance with Article 7the provisions of the Secondary Purchase Agreement) of cash, deferred purchase price, or a combination thereof in an amount which constitutes fair consideration and reasonably equivalent value, and each such sale referred to in the foregoing clause (ii) shall not have been made for or on account of an antecedent debt owed by Club Car to the Seller and no such sale is or may be voidable or subject to avoidance under any section of the Federal Bankruptcy Code. (v) Each Receivable is an “eligible asset” as defined in Rule 3a-7 promulgated under the Investment Company Act of 1940, as amended.

Representations and Warranties of the Seller. 5.1 The 4.1 Each Seller represents, warrants and, where applicable, covenants to the Acquiror as follows and acknowledges that the Acquiror is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement: (a) if Seller is the record and beneficial owner of, and has good title to, the Subject Securities, free and clear of any mortgage, pledge, hypothecation, rights of others, claim, security interest, charge, encumbrance, title defect, title retention agreement, voting trust agreement, interest, option, lien, charge or similar restriction or limitation (including any restriction on the right to vote or transfer any of the Subject Securities), except as may be provided for in this Agreement; (b) in the case of a Seller which is a corporate body, the such Seller has been duly formed and is validly existing under the laws of its jurisdiction of incorporation formation or incorporation; (c) Seller has full legal right and has all necessary power and authority capacity to execute and deliver this Agreement Agreement, to perform Seller’s obligations hereunder and to perform its obligations hereunderconsummate the transactions contemplated by this Agreement; (b) the execution and delivery of this Agreement by the Seller and the performance by the Seller of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement and the performance of the Seller’s obligations hereunder; (cd) this Agreement has been duly executed and delivered by the Seller and, assuming the due authorization, execution and delivery by the Acquiror, constitutes a legal, valid and binding obligation, enforceable by the Acquiror against the Seller in accordance with its provisions, subject to bankruptcy, insolvency and other applicable Laws affecting creditor’s rights generally and general principles of equity, and no other proceedings on its part are necessary to authorize this Agreement and the performance of Seller’s obligations hereunder; (i) the Seller is the beneficial owner of, or controls or directs the voting rights in respect of, the Subject Securities free and clear of any and all Liens; listed immediately under Seller’s name on the signature pages hereto, and (ii) the only Company Shares, Company Options or other securities of the Company beneficially owned, or over which control or direction is exercised by the Seller are those listed immediately under Seller’s name on the signature pages hereto; (f) Seller has the sole right to vote all the Subject Securities listed immediately under the Seller’s name on the signature pages hereto; (e) the Seller has the sole right to vote all the Subject Securities hereto and all such Subject Securities shall, immediately prior to the Effective Time, be beneficially owned solely by the Seller with good and marketable title thereto, free and clear of any and all Liensmortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (fg) no individual or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreement; (gh) none of the execution and delivery by the Seller of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: of (i) the constating governing documents of the Seller, if applicable; (ii) any agreement or instrument to which the Seller is a party or by which the Seller or any of the Seller’s property or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority with respect to the Seller, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability of the Seller to perform its obligations under this Agreement or otherwise delay the Seller in performing such obligations; and; (hi) there are no legal proceedings in progress or pending before any Governmental EntityAuthority, or, to the knowledge of the Seller, threatened, against the Seller or the Seller’s affiliates that would adversely affect in any manner the Seller’s ability to enter into this Agreement and to perform its obligations hereunder; (j) neither the execution and delivery of this Agreement nor the performance by Seller of Seller’s respective obligations hereunder will violate any Applicable Law; (k) no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or the Arrangement Agreement based upon arrangements made by or on behalf of Seller that is or will be payable by the Company or any of its Subsidiaries (other than as disclosed in Section 3.36 of the Arrangement Agreement); (l) Seller agrees that it is a sophisticated party with respect to the Subject Securities and has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the transactions contemplated by this Agreement and has independently and without reliance upon the Acquiror and based on such information as Seller has deemed appropriate, made Seller’s own analysis and decision to enter into this Agreement. Seller acknowledges that the Acquiror has not made and nor does it make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement; and (m) Seller understands and acknowledges that Acquiror is entering into the Arrangement Agreement in reliance upon Seller’s execution and delivery of this Agreement and the representations, warranties and covenants contained herein. 4.2 The representations and warranties of the Seller set forth each of Sellers contained in this Article 5 shall, if the Seller is a director and/or officer of the Company, Agreement shall survive the Effective Date execution and delivery of this Agreement and shall continue thereafter in full force and effect for the benefit of the Acquiror without limitation as to time or, if the Seller is not a director and/or officer of the Company, expire and be terminated and extinguished on the earliest to occur of the Effective Time Date and the date of termination of this Agreement in accordance with Article 76.

Representations and Warranties of the Seller. 5.1 The Seller represents, hereby represents and warrants and, where applicable, covenants to the Acquiror Buyers as follows and acknowledges that follows: 4.1 Any Common Stock of Seller issuable upon conversion of or as payment of interest pursuant to the Acquiror is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement Debentures and the Arrangement Agreement:exercise of the Warrants will be duly and validly issued fully paid and nonassessable Common Stock of the Seller. (a) if the 4.2 The Seller is a corporate bodycorporation duly organized, the Seller has been duly formed and is validly existing and in good standing under the laws of the State of Colorado. The Seller has full corporate power and authority to own and operate its properties and assets, and to carry on its business as presently conducted and as proposed to be conducted. The Seller is duly qualified to do business as a foreign corporation in each jurisdiction of incorporation to which the failure to be so qualified could have a material adverse effect on the Seller. 4.3 The Seller has and has will have at the Initial Date, all necessary required legal and corporate power and authority to execute and deliver this Agreement and the Exhibits hereto, to sell and issue the Securities and all Common Stock underlying the Securities hereunder, and to carry out and perform its obligations hereunder;under the terms of the Agreement and the Exhibits hereto. 4.4 The authorized capital stock of the Seller consists of (a) 100,000,000 shares of Common Stock, par value $.0001 per share, of which 29,300,318 shall be issued and outstanding as of the Initial Funding Date and, (b) 5,000,000 shares of Preferred Stock, no par value per share, none of which are issued and outstanding immediately prior to the execution Initial Funding Date. 4.5 All corporate action on the part of the Seller, its directors and stockholders necessary for the authorization, execution, delivery and performance of this Agreement by the Seller and the performance by the Seller of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement and the Exhibits hereto, the authorization, sale, issuance and delivery of the Securities and all underlying Common Stock and the performance of all of the Seller’s 's obligations hereunder; (c) this Agreement has been hereunder and under each of the Exhibits hereto shall be duly taken by the Seller. This Agreement, when executed and delivered by the Seller and, assuming the due authorization, execution and delivery by the AcquirorSeller, constitutes and each of the Exhibits thereto shall, when executed and delivered, constitute, a legal, valid and binding obligation, enforceable by the Acquiror against the Seller in accordance with its provisions, subject to bankruptcy, insolvency and other applicable Laws affecting creditor’s rights generally and general principles of equity; (i) the Seller is the beneficial owner of, or controls or directs the voting rights in respect of, the Subject Securities free and clear of any and all Liens; and (ii) the only Shares, Options or other securities of the Company beneficially owned, or over which control or direction is exercised by the Seller are those listed immediately under the Seller’s name on the signature pages hereto; (e) the Seller has the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior to the Effective Time, be beneficially owned solely by the Seller with good and marketable title thereto, free and clear of any and all Liens; (f) no individual or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreement; (g) none of the execution and delivery by the Seller of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents obligation of the Seller, if applicableenforceable in accordance with their terms except for bankruptcy and equitable remedies. The Common Stock when issued in compliance with the Securities shall be validly issued, fully paid and non-assessable. The Securities are free of any liens, claims or encumbrances; (ii) provided, however, that they will be subject to restrictions on transfer under applicable state and/or federal securities laws as set forth herein. The issuance of the Securities will not be subject to any preemptive rights or rights of first refusal, or result in any default of, or conflict with, the Articles of Incorporation or Bylaws of the Seller, any contract or agreement or instrument to which the Seller is a party or by which it is bound of any other obligation or commitment of the Seller. 4.6 The Seller has delivered to the Buyer the reviewed balance sheet and statements of operations and cash flows of the Seller as of and for the period ended September 30, 1998 (the "Financial Statements"). The Financial Statements are complete and correct and have been prepared in accordance with the books and records of the Seller on a consistent basis. The Financial Statements accurately set out, present fairly and describe the consolidated financial condition and operating results of the Seller as of the dates, and during the periods, indicated therein. 4.7 The Seller has no liabilities or obligations of any kind, absolute, contingent or otherwise, except (a) the liabilities and obligations set forth in the Financial Statements, (b) liabilities and obligations which have been incurred subsequent to September 30, 1998, in the ordinary course of business and consistent with past practice. 4.8 The Seller has good and marketable title to its properties and assets, and has good title to all it leasehold forecasts, in each case subject to no lien, claim or encumbrance other than (a) the lien of current taxes not yet due and payable, (b) possible minor liens and encumbrances which do not in any case or in the aggregate materially detract from the value of the property subject thereto or materially impair the operations of the Seller, and which have not arisen otherwise than in the ordinary course of business. The assets and properties of the Seller are adequate to conduct the operations currently conducted and proposed to be conducted by it. The Seller enjoys peaceful and undisturbed possession under all leases under which it is operating, and all said leases are valid and subsisting and in full force and effect. The leasehold improvements of the Seller and all of their tangible personal property, machinery, equipment, fixtures and inventories used in the ordinary course of business are in good repair and in good operating condition, reasonable wear and tear excluded. 4.9 The Seller is not in violation of any term of its Articles of Incorporation or Bylaws, or of any material term or provision of any mortgage, indebtedness, indenture, contract, agreement, instrument, judgment or decree, including without limitation any Material Contract. The Seller is in compliance with all judgments, decrees, governmental orders, laws, statutes, rules and regulations by which it is bound or to which it or any of the Seller’s property its properties or assets is bound; subject, except where the failure to comply would not have a material adverse effect on the Seller. The Seller has all permits, licenses, franchises and authorizations (collectively, the "License") which are required by law and/or necessary to operate its business as conducted or (iii) proposed to be conducted, except where the failure to have any judgmentsuch License would not have a material adverse effect on the Seller. All such Licenses were validly issued and are in full force and effect. The Seller is in compliance in all material respect with all of its Licenses and no suspension, decree, order revocation or award termination of any Governmental Authority with respect to the Seller, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability of the Seller to perform its obligations under this Agreement or otherwise delay the Seller in performing such obligations; and (h) there are no legal proceedings in progress or License is pending before any Governmental Entity, or, to the knowledge of the Seller, threatenedthereafter. The execution, against delivery and performance of and compliance with this Agreement and the Exhibits thereto, and the issuance of the Securities have not resulted and will not result in any violation of, or conflict with, or constitute a material default under, (a) the Articles of Incorporation or Bylaws of the Seller or (b) assuming the Seller’s affiliates that would adversely affect in any manner accuracy of the Seller’s ability to enter into this Agreement and to perform its obligations hereunder. The representations and warranties of the Seller set forth in this Article 5 shallhereto, if any applicable law, statute, rule, regulation or License, or (c) any agreement, contract, franchise or instrument to which the Seller is a director and/or officer party, and has not resulted and will not result in the creation of, any Lien upon any of the Companyproperties or assets of the Seller. 4.10 The Seller has good and marketable titles to, survive or valid and continuing rights and licenses to use, all patents, patent rights, trade secrets, trademarks, trademark rights, service marks, trade names, copyrights, franchises, licenses, permits, inventions, customer lists, and all rights with respect to the Effective Date foregoing, which are necessary for the operation of its business as presently conducted and shall continue thereafter now proposed to be operated (collectively, the "Intangible Property"). To the Seller's knowledge, the conduct of business of the Seller as now operated and as now proposed to be operated does not and will not conflict with any valid intellectual property right of others. The Seller has not received any notices of any claim against it that any of its operations, activities, products or publications infringes on any patent, trademark, trade name, copyright or other property right of a third party or that it is illegally or otherwise using the trade secrets or any property rights of others. The Seller has no knowledge that any licensor of it has any disputes with or claims against any third party for infringements by such third party of any trade name or other Intangible Property. 4.11 There are no actions, suits, proceedings or investigations pending against the Seller or its properties before any court or governmental agency (nor, to the best of the Seller's knowledge, is there any reasonable basis therefore or threat thereof) that has not been disclosed to the Buyer. 4.12 To the best of the Seller's knowledge, no employee of the Seller is in violation of any term of any employment contract, patent disclosure agreement or any other contract or agreement relating to the relationship of such employee with Seller. 4.13 All agreements material to the business of the Seller ("Material Contracts") are valid, binding and in full force and effect for in all material respects. The Seller and, to the benefit best of the Acquiror without limitation as Seller's knowledge, each other party to time ora Material Contract have in all material respects performed all the obligations required to be performed by them, if the Seller is not a director and/or officer have received no notice of the Company, expire and be terminated and extinguished on the earliest to occur of the Effective Time and the termination of this Agreement in accordance with Article 7default under any Material Contract.

Representations and Warranties of the Seller. 5.1 The Seller represents, hereby represents and warrants and, where applicable, covenants to the Acquiror Purchaser, as follows and acknowledges that of the Acquiror is relying upon these representationsdate hereof, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreementas follows: (a) if the The Seller is a corporate bodylocal agency within the meaning of Section 6585(f) of the California Government Code, the Seller has been duly formed and is validly existing under the laws of its jurisdiction of incorporation and has all necessary with full power and authority to execute and deliver this Agreement and to perform carry out its obligations hereunder;terms. (b) The Seller has full power, authority and legal right to sell and assign the execution Proposition 1A Receivable to the Purchaser and delivery of this Agreement has duly authorized such sale and assignment to the Purchaser by the Seller all necessary action; and the execution, delivery and performance by the Seller of its obligations hereunder have this Agreement has been duly authorized and no other proceedings on its part are by the Seller by all necessary to authorize this Agreement and the performance of the Seller’s obligations hereunder;action. (c) this This Agreement has been been, and as of the Closing Date the Xxxx of Sale will have been, duly executed and delivered by the Seller and, assuming the due authorization, execution and delivery of this Agreement by the AcquirorPurchaser, each of this Agreement and the Xxxx of Sale constitutes a legal, valid and binding obligation, enforceable by the Acquiror against obligation of the Seller enforceable in accordance with its provisionsterms, subject to the effect of bankruptcy, insolvency insolvency, reorganization, moratorium, fraudulent conveyance and other applicable Laws similar laws relating to or affecting creditor’s creditors’ rights generally and general or the application of equitable principles of in any proceeding, whether at law or in equity;. (id) the Seller is the beneficial owner ofAll approvals, consents, authorizations, elections and orders of or filings or registrations with any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or controls or directs the voting rights in respect ofabsence of which would adversely affect, the Subject Securities free and clear of any and all Liens; and (ii) the only Shares, Options or other securities of the Company beneficially owned, or over which control or direction is exercised sale by the Seller are those listed immediately of the Proposition 1A Receivable or the performance by the Seller of its obligations under the Seller’s name on Resolution and the signature pages hereto;Transaction Documents to which it is a party and any other applicable agreements, have been obtained and are in full force and effect. (e) Insofar as it would materially adversely affect the Seller’s ability to enter into, carry out and perform its obligations under any or all of the Transaction Documents to which it is a party, or consummate the transactions contemplated by the same, the Seller has is not in breach of or default under any applicable constitutional provision, law or administrative regulation of the sole right State of California or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to vote all the Subject Securities and all such Subject Securities shallwhich it is a party or to which it or any of its property or assets is otherwise subject, immediately prior and, to the Effective Timebest of the knowledge of the Seller, be beneficially owned solely by no event has occurred and is continuing which with the Seller with good and marketable title thereto, free and clear passage of any and all Liens; (f) no individual time or entity has any agreement or optionthe giving of notice, or both, would constitute a default or an event of default under any right or privilege (whether by lawsuch instrument, pre-emptive or contractual) capable of becoming an agreement or option, for and the purchase, acquisition or transfer from the Seller of any adoption of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreement; (g) none of Resolution and the execution and delivery by the Seller of this Agreement or the completion or performance of the transactions contemplated hereby or the Transaction Documents to which it is a party, and compliance with the obligations hereunder by the Seller with the provisions thereof, under the circumstances contemplated thereby, do not and will result in not conflict with or constitute on the part of the Seller a breach of: (i) the constating documents of the Seller, if applicable; (ii) or default under any agreement or other instrument to which the Seller is a party or by which it is bound or any existing law, regulation, court order or consent decree to which the Seller or any of the Seller’s property or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority with respect to the Seller, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability of the Seller to perform its obligations under this Agreement or otherwise delay the Seller in performing such obligations; andsubject. (hf) there are no legal proceedings in progress or pending before any Governmental Entity, or, to To the best of the knowledge of the Seller, threatenedno action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, is pending or threatened in any way against the Seller affecting the existence of the Seller or the Seller’s affiliates that would adversely affect titles of its Board of Directors members or officers to their respective offices, or seeking to restrain or to enjoin the sale of the Proposition 1A Receivable or to direct the application of the proceeds of the sale thereof, or in any manner way contesting or affecting the validity or enforceability of any of the Transaction Documents or any other applicable agreements or any action of the Seller contemplated by any of said documents, or in any way contesting the powers of the Seller or its authority with respect to the Resolution or the Transaction Documents to which it is a party or any other applicable agreement, or any action on the part of the Seller contemplated by the Transaction Documents, or in any way seeking to enjoin or restrain the Seller from selling the Proposition 1A Receivable or which if determined adversely to the Seller would have an adverse effect upon the Seller’s ability to enter into this Agreement and sell the Proposition 1A Receivable, nor to perform its obligations hereunder. The representations and warranties the knowledge of the Seller set forth is there any basis therefor. (g) Prior to the sale of the Proposition 1A Receivable to the Purchaser, the Seller was the sole owner of the Proposition 1A Receivable, and has such right, title and interest to the Proposition 1A Receivable as provided in the Act. From and after the conveyance of the Proposition 1A Receivable by the Seller to Purchaser on the Closing Date, the Seller shall have no right, title or interest in or to the Proposition 1A Receivable. Except as provided in this Article 5 shallAgreement, if the Seller is a director and/or officer has not sold, transferred, assigned, set over or otherwise conveyed any right, title or interest of any kind whatsoever in all or any portion of the CompanyProposition 1A Receivable, survive nor has the Effective Date and shall continue thereafter in full force and effect for Seller created, or to the benefit best knowledge of the Acquiror without limitation as Seller permitted the creation of, any lien, pledge, security interest or any other encumbrance (a “Lien”) thereon. Prior to time orthe sale of the Proposition 1A Receivable to the Purchaser, if the Seller is not a director and/or officer held title to the Proposition 1A Receivable free and clear of any Liens. As of the CompanyClosing Date, expire this Agreement, together with the Xxxx of Sale, constitutes a valid and be terminated and extinguished on absolute sale to the earliest to occur Buyer of all of the Effective Time Seller’s right, title and interest in and to the termination of this Agreement in accordance with Article 7Proposition 1A Receivable.

Representations and Warranties of the Seller. 5.1 The Seller represents, hereby represents and warrants and, where applicable, covenants to the Acquiror Purchaser, as follows and acknowledges that of the Acquiror is relying upon these representationsdate hereof, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreementas follows: (a) if the The Seller is a corporate bodylocal agency within the meaning of Section 6585(f) of the California Government Code, the Seller has been duly formed and is validly existing under the laws of its jurisdiction of incorporation and has all necessary with full power and authority to execute and deliver this Agreement and to perform carry out its obligations hereunder;terms. (b) The Seller has full power, authority and legal right to sell and assign the execution Proposition 1A Receivable to the Purchaser and delivery of this Agreement has duly authorized such sale and assignment to the Purchaser by the Seller all necessary action; and the execution, delivery and performance by the Seller of its obligations hereunder have this Agreement has been duly authorized and no other proceedings on its part are by the Seller by all necessary to authorize this Agreement and the performance of the Seller’s obligations hereunder;action. (c) this This Agreement has been been, and as of the Closing Date the Xxxx of Sale will have been, duly executed and delivered by the Seller and, assuming the due authorization, execution and delivery of this Agreement by the AcquirorPurchaser, each of this Agreement and the Xxxx of Sale constitutes a legal, valid and binding obligation, enforceable by the Acquiror against obligation of the Seller enforceable in accordance with its provisionsterms, subject to the effect of bankruptcy, insolvency insolvency, reorganization, moratorium, fraudulent conveyance and other applicable Laws similar laws relating to or affecting creditor’s creditors’ rights generally and general or the application of equitable principles of in any proceeding, whether at law or in equity;. (id) the Seller is the beneficial owner ofAll approvals, consents, authorizations, elections and orders of or filings or registrations with any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or controls or directs the voting rights in respect ofabsence of which would adversely affect, the Subject Securities free and clear of any and all Liens; and (ii) the only Shares, Options or other securities of the Company beneficially owned, or over which control or direction is exercised sale by the Seller are those listed immediately of the Proposition 1A Receivable or the performance by the Seller of its obligations under the Seller’s name on Resolution and the signature pages hereto;Transaction Documents to which it is a party and any other applicable agreements, have been obtained and are in full force and effect. (e) Insofar as it would materially adversely affect the Seller’s ability to enter into, carry out and perform its obligations under any or all of the Transaction Documents to which it is a party, or consummate the transactions contemplated by the same, the Seller has is not in breach of or default under any applicable constitutional provision, law or administrative regulation of the sole right State of California or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to vote all the Subject Securities and all such Subject Securities shallwhich it is a party or to which it or any of its property or assets is otherwise subject, immediately prior and, to the Effective Timebest of the knowledge of the Seller, be beneficially owned solely by no event has occurred and is continuing which with the Seller with good and marketable title thereto, free and clear passage of any and all Liens; (f) no individual time or entity has any agreement or optionthe giving of notice, or both, would constitute a default or an event of default under any right or privilege (whether by lawsuch instrument, pre-emptive or contractual) capable of becoming an agreement or option, for and the purchase, acquisition or transfer from the Seller of any adoption of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreement; (g) none of Resolution and the execution and delivery by the Seller of this Agreement or the completion or performance of the transactions contemplated hereby or the Transaction Documents to which it is a party, and compliance with the obligations hereunder by the Seller with the provisions thereof, under the circumstances contemplated thereby, do not and will result in not conflict with or constitute on the part of the Seller a breach of: (i) the constating documents of the Seller, if applicable; (ii) or default under any agreement or other instrument to which the Seller is a party or by which it is bound or any existing law, regulation, court order or consent decree to which the Seller or any of the Seller’s property or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority with respect to the Seller, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability of the Seller to perform its obligations under this Agreement or otherwise delay the Seller in performing such obligations; andsubject. (hf) there are no legal proceedings in progress or pending before any Governmental Entity, or, to To the best of the knowledge of the Seller, threatenedno action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, is pending or threatened in any way against the Seller affecting the existence of the Seller or the Seller’s affiliates that would adversely affect titles of its Board of Supervisors members or officers to their respective offices, or seeking to restrain or to enjoin the sale of the Proposition 1A Receivable or to direct the application of the proceeds of the sale thereof, or in any manner way contesting or affecting the validity or enforceability of any of the Transaction Documents or any other applicable agreements or any action of the Seller contemplated by any of said documents, or in any way contesting the powers of the Seller or its authority with respect to the Resolution or the Transaction Documents to which it is a party or any other applicable agreement, or any action on the part of the Seller contemplated by the Transaction Documents, or in any way seeking to enjoin or restrain the Seller from selling the Proposition 1A Receivable or which if determined adversely to the Seller would have an adverse effect upon the Seller’s ability to enter into this Agreement and sell the Proposition 1A Receivable, nor to perform its obligations hereunder. The representations and warranties the knowledge of the Seller set forth is there any basis therefor. (g) Prior to the sale of the Proposition 1A Receivable to the Purchaser, the Seller was the sole owner of the Proposition 1A Receivable, and has such right, title and interest to the Proposition 1A Receivable as provided in the Act. From and after the conveyance of the Proposition 1A Receivable by the Seller to Purchaser on the Closing Date, the Seller shall have no right, title or interest in or to the Proposition 1A Receivable. Except as provided in this Article 5 shallAgreement, if the Seller is a director and/or officer has not sold, transferred, assigned, set over or otherwise conveyed any right, title or interest of any kind whatsoever in all or any portion of the CompanyProposition 1A Receivable, survive nor has the Effective Date and shall continue thereafter in full force and effect for Seller created, or to the benefit best knowledge of the Acquiror without limitation as Seller permitted the creation of, any lien, pledge, security interest or any other encumbrance (a “Lien”) thereon. Prior to time orthe sale of the Proposition 1A Receivable to the Purchaser, if the Seller is not a director and/or officer held title to the Proposition 1A Receivable free and clear of any Liens. As of the CompanyClosing Date, expire this Agreement, together with the Xxxx of Sale, constitutes a valid and be terminated and extinguished on absolute sale to the earliest to occur Buyer of all of the Effective Time Seller’s right, title and interest in and to the termination of this Agreement in accordance with Article 7Proposition 1A Receivable.

Representations and Warranties of the Seller. 5.1 The Seller represents, and the Owner hereby represents and warrants and, where applicable, covenants to the Acquiror Allottees as follows follows: The Owner has absolute, clear and acknowledges that marketable title with respect to the Acquiror is relying Land; the requisite rights to carry out development upon these representationsthe Land and absolute, warranties actual, physical and covenants in connection legal possession of the Land for the Project; The Seller has lawful rights and requisite approvals from the competent authorities to carry out development of the Project; There are no encumbrances upon the Land or the Project as on the Effective Date; There are no litigations pending before any Court of law or Authority with respect to the entering into Land, Project or the Apartment; All approvals, licenses and permits issued by the competent authorities with respect to the Project, said Land and Apartment are valid and subsisting and have been obtained by following due process of this Agreement and the Arrangement Agreement: (a) if the Seller is a corporate bodylaw. Further, the Seller has been duly formed and is validly existing under shall, at all times remain to be in compliance with all Applicable Laws in relation to the laws of its jurisdiction of incorporation Project, said Land, Building and has all necessary power Apartment and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement by the Seller and the performance by the Seller of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement and the performance of the Seller’s obligations hereunder; (c) this Agreement has been duly executed and delivered by the Seller and, assuming the due authorization, execution and delivery by the Acquiror, constitutes a legal, valid and binding obligation, enforceable by the Acquiror against the Seller in accordance with its provisions, subject to bankruptcy, insolvency and other applicable Laws affecting creditor’s rights generally and general principles of equity; (i) the Seller is the beneficial owner of, or controls or directs the voting rights in respect of, the Subject Securities free and clear of any and all LiensCommon Areas; and (ii) the only Shares, Options or other securities of the Company beneficially owned, or over which control or direction is exercised by the Seller are those listed immediately under the Seller’s name on the signature pages hereto; (e) the The Seller has the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior to the Effective Time, be beneficially owned solely by the Seller with good and marketable title thereto, free and clear of any and all Liens; (f) no individual or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreement; (g) none of the execution and delivery by the Seller of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents of the Seller, if applicable; (ii) any agreement or instrument to which the Seller is a party or by which the Seller or any of the Seller’s property or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority with respect to the Seller, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability of the Seller to perform its obligations under this Agreement or otherwise delay the Seller in performing such obligations; and (h) there are no legal proceedings in progress or pending before any Governmental Entity, or, to the knowledge of the Seller, threatened, against the Seller or the Seller’s affiliates that would adversely affect in any manner the Seller’s ability to enter into this Agreement and has not committed or omitted to perform its obligations hereunder. The representations any act or thing whereby the right, title and warranties interest of the Allottees created herein, may prejudicially be affected; The Owner/Seller set forth has not entered into any agreement for sale and/or development agreement or any other agreement/arrangement with any person or party with respect to the Land, including the Project and the said Apartment which will, in any manner, affect the rights of Allottees under this Agreement; The Owner/Seller confirms that the Owner/Seller is not restricted in any manner whatsoever from transferring the ownership rights of the Apartment to the Allottees in the manner contemplated in this Article 5 shall, if Agreement; At the time of execution of the deed of conveyance the Seller is a director and/or officer shall hand over lawful, vacant peaceful, physical possession of the CompanyApartment to the Allottees and the Common Areas to the Association or the competent authority, survive as the Effective Date case may be; The Land is not the subject matter of any HUF and that no part thereof is owned by any minor and/or no minor has any right, title and claim over the Land; The Seller has duly paid and shall continue thereafter in full force to pay and effect discharge all governmental dues, rates, charges and taxes and other monies, levies, impositions, premiums, damages and/or penalties and other outgoings, whatsoever, payable with respect to the said Project to the competent authorities till the completion certificate has been issued and possession of Apartment along with Common Areas (equipped with all the specifications, amenities and facilities) has been handed over to the Allottees and the Association or the competent authority, as the case may be; and No notice from the Government or any other local body or authority or any legislative enactment, government ordinance, order, notification (including any notice for the benefit acquisition or requisition of the Acquiror without limitation as to time or, if said property) has been received by or served upon the Owner/Seller is not a director and/or officer in respect of the Company, expire and be terminated and extinguished on Land and/or the earliest to occur of the Effective Time and the termination of this Agreement in accordance with Article 7Project.

Representations and Warranties of the Seller. 5.1 The Seller represents, hereby represents and warrants and, where applicable, covenants to the Acquiror Purchaser, as follows and acknowledges that of the Acquiror is relying upon these representationsdate hereof, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreementas follows: (a) if the The Seller is a corporate bodylocal agency within the meaning of Section 6585(f) of the California Government Code, the Seller has been duly formed and is validly existing under the laws of its jurisdiction of incorporation and has all necessary with full power and authority to execute and deliver this Agreement and to perform carry out its obligations hereunder;terms. (b) The Seller has full power, authority and legal right to sell and assign the execution Proposition 1A Receivable to the Purchaser and delivery of this Agreement has duly authorized such sale and assignment to the Purchaser by the Seller all necessary action; and the execution, delivery and performance by the Seller of its obligations hereunder have this Agreement has been duly authorized and no other proceedings on its part are by the Seller by all necessary to authorize this Agreement and the performance of the Seller’s obligations hereunder;action. (c) this This Agreement has been been, and as of the Closing Date the Xxxx of Sale will have been, duly executed and delivered by the Seller and, assuming the due authorization, execution and delivery of this Agreement by the AcquirorPurchaser, each of this Agreement and the Xxxx of Sale constitutes a legal, valid and binding obligation, enforceable by the Acquiror against obligation of the Seller enforceable in accordance with its provisionsterms, subject to the effect of bankruptcy, insolvency insolvency, reorganization, moratorium, fraudulent conveyance and other applicable Laws similar laws relating to or affecting creditor’s creditors’ rights generally and general or the application of equitable principles of in any proceeding, whether at law or in equity;. (id) the Seller is the beneficial owner ofAll approvals, consents, authorizations, elections and orders of or filings or registrations with any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or controls or directs the voting rights in respect ofabsence of which would adversely affect, the Subject Securities free and clear of any and all Liens; and (ii) the only Shares, Options or other securities of the Company beneficially owned, or over which control or direction is exercised sale by the Seller are those listed immediately of the Proposition 1A Receivable or the performance by the Seller of its obligations under the Seller’s name on Resolution and the signature pages hereto;Transaction Documents to which it is a party and any other applicable agreements, have been obtained and are in full force and effect. (e) Insofar as it would materially adversely affect the Seller’s ability to enter into, carry out and perform its obligations under any or all of the Transaction Documents to which it is a party, or consummate the transactions contemplated by the same, the Seller has is not in breach of or default under any applicable constitutional provision, law or administrative regulation of the sole right State of California or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to vote all the Subject Securities and all such Subject Securities shallwhich it is a party or to which it or any of its property or assets is otherwise subject, immediately prior and, to the Effective Timebest of the knowledge of the Seller, be beneficially owned solely by no event has occurred and is continuing which with the Seller with good and marketable title thereto, free and clear passage of any and all Liens; (f) no individual time or entity has any agreement or optionthe giving of notice, or both, would constitute a default or an event of default under any right or privilege (whether by lawsuch instrument, pre-emptive or contractual) capable of becoming an agreement or option, for and the purchase, acquisition or transfer from the Seller of any adoption of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreement; (g) none of Resolution and the execution and delivery by the Seller of this Agreement or the completion or performance of the transactions contemplated hereby or the Transaction Documents to which it is a party, and compliance with the obligations hereunder by the Seller with the provisions thereof, under the circumstances contemplated thereby, do not and will result in not conflict with or constitute on the part of the Seller a breach of: (i) the constating documents of the Seller, if applicable; (ii) or default under any agreement or other instrument to which the Seller is a party or by which it is bound or any existing law, regulation, court order or consent decree to which the Seller or any of the Seller’s property or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority with respect to the Seller, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability of the Seller to perform its obligations under this Agreement or otherwise delay the Seller in performing such obligations; andsubject. (hf) there are no legal proceedings in progress or pending before any Governmental Entity, or, to To the best of the knowledge of the Seller, threatenedno action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, is pending or threatened in any way against the Seller affecting the existence of the Seller or the Seller’s affiliates that would adversely affect titles of its City Council members or officers to their respective offices, or seeking to restrain or to enjoin the sale of the Proposition 1A Receivable or to direct the application of the proceeds of the sale thereof, or in any manner way contesting or affecting the validity or enforceability of any of the Transaction Documents or any other applicable agreements or any action of the Seller contemplated by any of said documents, or in any way contesting the powers of the Seller or its authority with respect to the Resolution or the Transaction Documents to which it is a party or any other applicable agreement, or any action on the part of the Seller contemplated by the Transaction Documents, or in any way seeking to enjoin or restrain the Seller from selling the Proposition 1A Receivable or which if determined adversely to the Seller would have an adverse effect upon the Seller’s ability to enter into this Agreement and sell the Proposition 1A Receivable, nor to perform its obligations hereunder. The representations and warranties the knowledge of the Seller set forth is there any basis therefor. (g) Prior to the sale of the Proposition 1A Receivable to the Purchaser, the Seller was the sole owner of the Proposition 1A Receivable, and has such right, title and interest to the Proposition 1A Receivable as provided in the Act. From and after the conveyance of the Proposition 1A Receivable by the Seller to Purchaser on the Closing Date, the Seller shall have no right, title or interest in or to the Proposition 1A Receivable. Except as provided in this Article 5 shallAgreement, if the Seller is a director and/or officer has not sold, transferred, assigned, set over or otherwise conveyed any right, title or interest of any kind whatsoever in all or any portion of the CompanyProposition 1A Receivable, survive nor has the Effective Date and shall continue thereafter in full force and effect for Seller created, or to the benefit best knowledge of the Acquiror without limitation as Seller permitted the creation of, any lien, pledge, security interest or any other encumbrance (a “Lien”) thereon. Prior to time orthe sale of the Proposition 1A Receivable to the Purchaser, if the Seller is not a director and/or officer held title to the Proposition 1A Receivable free and clear of any Liens. As of the CompanyClosing Date, expire this Agreement, together with the Xxxx of Sale, constitutes a valid and be terminated and extinguished on absolute sale to the earliest to occur Buyer of all of the Effective Time Seller’s right, title and interest in and to the termination of this Agreement in accordance with Article 7Proposition 1A Receivable.

Representations and Warranties of the Seller. 5.1 The Seller represents, warrants and, where applicable2.1 Each of the Sellers warrants, covenants and represents to the Acquiror as follows and acknowledges that the Acquiror is relying upon these representations, warranties and covenants in connection Purchaser with the entering intention of inducing the Purchaser to enter into of this Agreement and the Arrangement Agreementthat: (a) if the Seller is a corporate bodyimmediately prior to and at Closing, the Seller shall be the legal and beneficial owner of the Purchased Shares and on Closing, the Seller shall transfer to the Purchaser the Purchased Shares free and clear of all liens, restrictions, covenants or adverse claims of any kind or character; (b) the Seller has been duly formed and is validly existing under the laws of its jurisdiction of incorporation and has all necessary legal power and authority to execute and deliver this Agreement and all other documents required to perform its obligations hereunder; (b) the execution and delivery of this Agreement by the Seller and the performance by the Seller of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement and the performance of the Seller’s obligations hereunder; (c) this Agreement has been duly be executed and delivered by the Seller and, assuming hereunder and to consummate the due authorization, execution and delivery by the Acquiror, constitutes a legal, valid and binding obligation, enforceable by the Acquiror against transactions contemplated hereby; (c) the Seller is, or has been during the past ninety (90) days, an officer, director, 10% or greater shareholder or "affiliate" of the Company, as that term is defined in accordance with Rule 144 promulgated under the United States Securities Act of 1933, as amended (the "Securities Act"); (d) to the best of the knowledge, information and belief of the Seller there are no circumstances that may result in any material adverse effect to the Company or the value of the Purchased Shares that are now in existence or may hereafter arise; (e) as of Closing the Seller shall not be indebted to the Company and the Company shall not be indebted to the Seller; (f) the Seller does not now, nor will it prior to or on Closing, own, either directly or indirectly, or exercise direction or control over any common shares of the Company other than the Purchased Shares; (g) the authorized capital of the Company consists of 300,000,000 common shares, par value $0.001, of which a total of 27,000,000 common shares have been validly issued, are outstanding and are fully paid and non-assessable; (h) no person, firm or corporation has any right, agreement, warrant or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option to require the Company to issue any shares in its provisions, subject capital or to bankruptcy, insolvency and convert any securities of the Company or of any other applicable Laws affecting creditor’s rights generally and general principles company into shares in the capital of equitythe Company; (i) the Company has no liability, due or accruing, contingent or absolute, and is not directly or indirectly subject to any guarantee, indemnity or other contingent or indirect obligation with respect to the obligation of any other person or company not shown or reflected in the Company's most recent audited financial statements (the "Financial Statements") filed on XXXXX which will not have been paid in full either from the Purchase Price or prior to payment of the Purchase Price; and the Seller is will pay any outstanding liability of the beneficial owner ofCompany with the Purchase Price; (j) the Company does not beneficially own, directly or controls or directs indirectly, shares in any other corporate entity; (k) the voting rights in respect ofCompany has good and marketable title to all of its assets, the Subject Securities and such assets are free and clear of any and all Liens; and financial encumbrances not disclosed in the Financial Statements; (iil) the only SharesCompany has filed all reports required to be filed by it under the Securities Act and the United States Securities Exchange Act of 1934, Options as amended (the "Exchange Act"), including pursuant to Section 13(a) or other securities 15(d) of the Exchange Act, (the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the United States Securities and Exchange Commission (the "Commission") promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company beneficially owned, or over which control or direction is exercised by included in the Seller are those listed immediately under SEC Reports comply in all material respects with applicable accounting requirements and the Seller’s name on rules and regulations of the signature pages heretoCommission with respect thereto as in effect at the time of filing; (em) the Company is not a party to or bound by any agreement or understanding granting registration or anti-dilution rights to any person with respect to any of its equity or debt securities; no person has a right to purchase or acquire or receive any equity or debt security of the Company; (n) the Company is in compliance with the applicable provisions of the United States Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder; (o) the Seller has agrees to execute and deliver such other documents and to perform such other acts as shall be necessary to effectuate the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior to the Effective Time, be beneficially owned solely by the Seller with good and marketable title thereto, free and clear purposes of any and all Liens; (f) no individual or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreement; (g) none of the execution and delivery by the Seller of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents of the Seller, if applicable; (ii) any agreement or instrument to which the Seller is a party or by which the Seller or any of the Seller’s property or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority with respect to the Seller, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability of the Seller to perform its obligations under this Agreement or otherwise delay the Seller in performing such obligations; and (hp) there are no legal claims threatened or against or affecting the Company nor are there any actions, suits, judgments, proceedings in progress or investigations pending before any Governmental Entity, or, to the knowledge of the Seller, threatened, threatened against the Seller or the Seller’s affiliates that would adversely affect in any manner the Seller’s ability to enter into this Agreement and to perform its obligations hereunder. The representations and warranties of the Seller set forth in this Article 5 shall, if the Seller is a director and/or officer of affecting the Company, survive the Effective Date and shall continue thereafter at law or in full force and effect equity, before or by any Court, administrative agency or other tribunal or any governmental authority or any legal basis for the benefit of the Acquiror without limitation as to time or, if the Seller is not a director and/or officer of the Company, expire and be terminated and extinguished on the earliest to occur of the Effective Time and the termination of this Agreement in accordance with Article 7same.

Representations and Warranties of the Seller. 5.1 The Seller represents, herewith represents and warrants and, where applicable, covenants the following to the Acquiror as follows and acknowledges that the Acquiror is relying upon these representationsPurchaser, warranties and covenants in connection with the entering into each of this Agreement and the Arrangement Agreementwhich shall be deemed material: (a) if the a. Seller is a corporate body, the Seller has been duly formed and is limited liability company, validly existing under the laws of its jurisdiction the State of incorporation Maryland and in good standing under the laws of Maryland. Seller has all necessary full power and authority to execute execute, deliver and deliver this Agreement and to perform its obligations hereunder;. This Contract has been duly authorized, executed and delivered by Seller. (b) b. The Seller owns and will own at Closing fee simple title to the execution Property. c. The Seller has entered into no presently effective agreement, oral or written, not referred to herein with respect to the sale or lease of the Property. To the Seller’s knowledge, neither Seller nor the Property are subject to any claim, demand, suit, unfiled lien, proceeding or litigation of any kind, pending or outstanding, or threatened or likely to be made or instituted which would in any way be binding upon the Purchaser or its successors or assigns, or would have a material adverse effect on the Property or the use and delivery enjoyment thereof by any owner of the Property, or which would limit or restrict the Seller’s right or ability to enter into this Contract and perform its obligations hereunder. d. The Seller has not and shall not while this Contract is in full force and effect , except as expressly contemplated by the terms of this Agreement by Contract, (i) make, accept, negotiate or otherwise pursue other offers for the sale of the Property or (ii) enter into any other option or sales contract for the Property or any portion thereof. Additionally, while this Contract is in effect, the Seller and shall not execute any deeds, restrictive covenants, right of way agreements, or apply for or consent to any zoning change affecting the performance Property (except as expressly contemplated by this Contract, in accordance with its terms) or take any other action that is not necessary for the purposes contemplated herein or that would adversely affect the Property or the Purchaser’s rights under this Contract. Also, the Seller shall not grant any easement, license or right to use the Property or portion thereof other than as expressly contemplated by this Contract (and in accordance with its terms) without the Purchaser’s written approval which shall not be unreasonably withheld. e. To the best of its obligations hereunder have been duly authorized Seller’s knowledge, there is no unrecorded agreement relating to entrances, exits, access and service roads affecting the Property or otherwise with respect to the Property. f. To the best of Seller’s knowledge, there are no other proceedings on its part are necessary to authorize this Agreement and taxes, charges, or assessments of any nature or description arising out of the performance conduct of the Seller’s obligations hereunder;business or the operation of the Property, which would constitute a lien against the Property, that will be unpaid or not bonded at the date of the Closing, except for the lien of the current year’s ad valorem property taxes. (c) this Agreement g. The Seller has been duly executed and delivered by no knowledge of any pending application for changes in the zoning affecting the Property. In the event the Seller andobtains knowledge of any application for changes in the present zoning of the Property other than as expressly contemplated by this Contract, assuming the due authorization, execution and delivery by the Acquiror, constitutes a legal, valid and binding obligation, enforceable by the Acquiror against the Seller shall immediately notify the Purchaser. h. To Seller’s knowledge, (i) no pollutants or other toxic or hazardous substances, materials or wastes (“Substances”), including, without limitation, any solid, liquid, gaseous or thermal irritant or contaminant, such as smoke, vapor, soot, fumes, acids, alkalis, chemicals or wastes (including materials to be recycled, reconditioned or reclaimed), petroleum and petroleum products, asbestos and asbestos-containing materials, radon gas, methane gas, polychlorinated biphenyls (“PCBs”) including PCBs in the form of electrical transformers, fluorescent light fixtures with ballasts, cooling oils or any other device or form and any other substance, material, waste or condition, which Substances may be regulated or prohibited by, or may be the subject of a cause of action, claim or proceeding under, any Federal, state or local environmental statute (including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act, the Toxic Substances Control Act, the Hazardous Materials Transportation Act, the Clean Air Act, the Federal Water Pollution Control Act, the Safe Drinking Water Act, the Federal Water Pollution Control Act, the Safe Drinking Water Act, the Occupational Safety and Health Act, and the Federal Underground Storage Tank Regulations), law, ordinance, regulation, rule or requirement (“Statutes”) have been or shall, prior to the Closing, be used, installed, located, spilled, discharged, dispersed, released, stored, treated, generated, transported to or from, disposed of or allowed to escape on the Property, except in accordance with its provisionsapplicable laws, subject to bankruptcy, insolvency and other applicable Laws affecting creditor’s rights generally and general principles of equity; (i) the Seller is the beneficial owner of, or controls or directs the voting rights in respect of, the Subject Securities free and clear of any and all Liens; and (ii) the only Shares, Options or other securities of the Company beneficially owned, or over which control or direction is exercised by the Seller no underground storage tanks (“USTs”) are those listed immediately under the Seller’s name located on the signature pages hereto; (e) Property or were previously located on the Seller has the sole right to vote all the Subject Securities Property and all such Subject Securities shall, immediately prior to the Effective Time, be beneficially owned solely by the Seller with good and marketable title thereto, free and clear of any and all Liens; (f) no individual subsequently removed or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of any of the Subject Securities or any interest therein or right thereto, including any right to votefilled, except the Acquiror pursuant to this Agreement; (g) none of the execution and delivery by the Seller of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result as set forth in a breach of: (i) the constating documents of the Seller, if applicable; (ii) any agreement or instrument to which the Seller is a party or by which the Seller or any of the Seller’s property or assets is bound; or materials made available to Purchaser as set forth in Section 1.04(b) hereof, (iii) any judgmentno investigation, decreeadministrative order, consent order and agreement, civil or award of any Governmental Authority criminal litigation or settlement with respect to Substances, Fuel Burning Devices or USTs is proposed, threatened, anticipated or in existence with respect to the Property, (iv) Seller has received no notice of violation with respect to the Property and Seller’s operations thereon being in violation of any applicable Statutes, except, and Seller is not aware of any substance on or situation related to the Property that is in violation of the case of (ii) Statutes and (iii), such breaches which could not, individually or in the aggregate, impair the ability of the Seller to perform its obligations under this Agreement or otherwise delay the Seller in performing such obligations; and (hv) there are no legal proceedings in progress landfills or pending before any Governmental Entity, or, to dumping grounds containing decomposable materials located on the knowledge of the Seller, threatened, against the Seller or the Seller’s affiliates that would adversely affect in any manner the Seller’s ability to enter into this Agreement and to perform its obligations hereunderProperty. The representations and warranties of the Seller set forth in this Article 5 shallwill not, if the Seller is a director and/or officer of the Company, survive after the Effective Date and shall continue thereafter in full force and effect for up through Closing, place or allow to be placed or installed on or under the benefit Property any such toxic or hazardous wastes or materials, decomposable materials or underground facilities. The Seller has no knowledge of the Acquiror without limitation as to time or, if the Seller is not a director and/or officer of the Company, expire and be terminated and extinguished aforesaid conditions existing on the earliest to occur Seller’s Remainder Property, or of any archaeological sites, burial grounds or cemeteries existing on the Effective Time and the termination of this Agreement in accordance with Article 7Property or on Seller’s Remainder Property.

Representations and Warranties of the Seller. 5.1 The Seller represents, hereby represents and warrants and, where applicable, covenants to the Acquiror as follows and acknowledges that the Acquiror is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement Issuer and the Arrangement AgreementIndenture Trustee on behalf of the Securityholders that, as of the Closing Date or as of such date specifically provided herein: (ai) if the Seller is a corporate bodyduly organized, the Seller has been duly formed and is validly existing and in good standing as a corporation under the laws of its jurisdiction the State of incorporation Delaware and has all is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary power and authority to execute and deliver this Agreement and to perform fulfill its obligations hereunder; (bii) the Seller has the power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement and this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation to the rights of creditors generally; (iii) the execution and delivery of this Agreement by the Seller and the performance by of and compliance with the Seller terms of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement and the performance of will not violate the Seller’s obligations hereunder; (c) this Agreement has been duly executed and delivered by the Seller and, assuming the due authorization, execution and delivery by the Acquiror, constitutes articles of incorporation or by-laws or constitute a legal, valid and binding obligation, enforceable by the Acquiror against the Seller in accordance with its provisions, subject to bankruptcy, insolvency and other applicable Laws affecting creditor’s rights generally and general principles of equity; (i) the Seller is the beneficial owner of, default under or controls or directs the voting rights in respect of, the Subject Securities free and clear of any and all Liens; and (ii) the only Shares, Options or other securities of the Company beneficially owned, or over which control or direction is exercised by the Seller are those listed immediately under the Seller’s name on the signature pages hereto; (e) the Seller has the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior to the Effective Time, be beneficially owned solely by the Seller with good and marketable title thereto, free and clear of any and all Liens; (f) no individual or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreement; (g) none of the execution and delivery by the Seller of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a material breach or acceleration of: (i) the constating documents of the Seller, if applicable; (ii) any material contract, agreement or other instrument to which the Seller is a party or by which may be applicable to the Seller or its assets; (iv) the Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the purchase price under the Mortgage Loan Purchase Agreement by the Depositor, the Depositor will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller’s property ; (viii) there are no actions or assets is bound; proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (iiiA) any judgmentthat might prohibit its entering into this Agreement, decree, order or award of any Governmental Authority with respect (B) seeking to prevent the Seller, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability sale of the Seller to perform its obligations under Mortgage Loans or the consummation of the transactions contemplated by this Agreement or otherwise delay (C) that might prohibit or materially and adversely affect the performance by the Seller in performing of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such obligationsconsents, approvals, authorizations or orders, if any, that have been obtained; and (hx) there the consummation of the transactions contemplated by this Agreement are no legal proceedings in progress or pending before any Governmental Entity, or, to the knowledge ordinary course of business of the Seller, threatenedand the transfer, against assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to the Mortgage Loan Purchase Agreement are not subject to the bulk transfer or the Seller’s affiliates that would adversely affect in any manner the Seller’s ability to enter into this Agreement and to perform its obligations hereunder. The representations and warranties of the Seller set forth in this Article 5 shall, if the Seller is a director and/or officer of the Company, survive the Effective Date and shall continue thereafter in full force and effect for the benefit of the Acquiror without limitation as to time or, if the Seller is not a director and/or officer of the Company, expire and be terminated and extinguished on the earliest to occur of the Effective Time and the termination of this Agreement in accordance with Article 7similar statutory provisions.

Representations and Warranties of the Seller. 5.1 The Seller represents, hereby -------------------------------------------- represents and warrants and, where applicable, covenants to the Acquiror as follows and acknowledges that the Acquiror is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreementthat: (a) if the Seller is a corporate body, the Seller has been duly formed and is validly existing under the laws of its jurisdiction of incorporation and has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement by the Seller and the performance by the Seller of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement and the performance of the Seller’s obligations hereunder; (c) this Agreement has been duly executed and delivered by the Seller and, assuming the due authorization, execution and delivery by the Acquiror, constitutes a legal, valid and binding obligation, enforceable by the Acquiror against the Seller in accordance with its provisions, subject to bankruptcy, insolvency and other applicable Laws affecting creditor’s rights generally and general principles of equity; (i) the Seller is the beneficial owner of, or controls or directs the voting rights in respect of, the Subject Securities free and clear of any and all Liens; and (ii) the only Shares, Options or other securities of the Company beneficially owned, or over which control or direction is exercised by the Seller are those listed immediately under the Seller’s name on the signature pages hereto; (e) the Seller has the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior to the Effective Time, be beneficially owned solely by the Seller with good and marketable title theretoRedemption Shares, free and clear of any and all Liensencumbrances or rights of third parties; (fb) no individual or entity Seller has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreement; (g) none of the execution power and delivery by the Seller of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents of the Seller, if applicable; (ii) any agreement or instrument to which the Seller is a party or by which the Seller or any of the Seller’s property or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority with respect to the Seller, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability of the Seller to perform its obligations under this Agreement or otherwise delay the Seller in performing such obligations; and (h) there are no legal proceedings in progress or pending before any Governmental Entity, or, to the knowledge of the Seller, threatened, against the Seller or the Seller’s affiliates that would adversely affect in any manner the Seller’s ability authority to enter into this Agreement and to perform its obligations hereunder. The representations the same, and warranties is not a party to or obligated under or restricted by any contract or other provision, which has not been waived, that will be violated in any material respect by making and performing this Agreement; (c) Seller has received a copy of the Corporation's confidential shareholder disclosure materials, including without limitation that certain valuation report by Corporate Advisory Associates of Seattle, Washington dated effective August 31, 1996, as updated January 1, 1997 (collectively, the "Shareholder Disclosure Materials"), and has read and understands their contents; (d) Seller set forth in this Article 5 shall, if the acknowledges that Seller is a director and/or officer aware of the CompanyCorporation's plans with respect to a possible initial public offering ("IPO") of its common stock, survive that it has engaged counsel, auditors and investment bankers to assist the Effective Date Corporation in connection with its potential IPO, and shall continue thereafter that Seller has had the opportunity to review valuation proposals from various investment banks and potential underwriters (collectively, the "Valuation Proposals") regarding, among other things, the potential post-IPO value of the Redemption Shares, and has read and understands their contents; (e) Seller, either alone or with the assistance of Seller's professional advisors, has such knowledge and experience in full force financial and effect business matters that Seller is capable of evaluating the Shareholder Disclosure Materials, the Valuation Proposals, the likelihood of the Corporation's potential IPO and, accordingly, the benefits and potential costs of the sale of the Redemption Shares at this point in time; (f) Seller has either spoken or met with, or been given reasonable opportunity to speak with, representatives of the Corporation for the benefit purpose of asking questions of, and receiving answers and information from, such representatives concerning the Shareholder Disclosure Materials, the Valuation Proposals, the potential IPO, and the sale of the Acquiror without limitation as Redemption Shares at this point in time; and (g) Seller is exercising his or her own judgment regarding Seller's decision to time orsell the Redemption Shares, if the and Seller is not a director and/or officer relying upon any other statements or representations of the CompanyCorporation, expire and be terminated and extinguished on its officers, directors, agents or advisors, regarding the earliest to occur of the Effective Time and the termination merits of this Agreement in accordance with Article 7transaction.

Representations and Warranties of the Seller. 5.1 The Seller represents, warrants and, where applicable, covenants As an inducement to the Acquiror as follows and acknowledges that the Acquiror is relying upon these representations, warranties and covenants in connection with the entering Buyer to enter into of this Agreement and consummate the Arrangement Transaction, the Seller hereby makes the following representations and warranties, each of which is true and correct in all material respects on the date of this Agreement: (a) if the 3.1 The Seller is a corporate bodythe owner of the Credits, free of any claim, lien, security interest or encumbrance of any nature or kind and, as such, has the exclusive right and full power to sell, transfer and assign the Credits free of any such claim, lien, security interest or encumbrance; 3.2 The Seller has been duly formed and is validly existing under the laws of its jurisdiction of incorporation and has all necessary full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, and other similar laws affecting creditors’ rights generally, by general principles of equity and insofar as the provisions relating to indemnification may be unenforceable. The execution, delivery, and performance of this Agreement contemplated hereby have been duly authorized by the Seller; (b) the 3.3 The execution and delivery of this Agreement by the Seller and the performance by the Seller of its obligations hereunder have been duly authorized observance and no other proceedings on its part are necessary to authorize this Agreement and the performance of the Seller’s obligations hereunder; (c) this Agreement has been duly executed terms and delivered by the Seller and, assuming the due authorization, execution and delivery by the Acquiror, constitutes provisions contained herein do not constitute a legal, valid and binding obligation, enforceable by the Acquiror against the Seller in accordance with its provisions, subject to bankruptcy, insolvency and other applicable Laws affecting creditor’s rights generally and general principles of equity; (i) the Seller is the beneficial owner of, violation or controls or directs the voting rights in respect of, the Subject Securities free and clear breach of any and all Liens; and (ii) the only Shares, Options or other securities of the Company beneficially owned, or over which control or direction is exercised by the Seller are those listed immediately under the Seller’s name on the signature pages hereto; (e) the Seller has the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior to the Effective Time, be beneficially owned solely by the Seller with good and marketable title thereto, free and clear provision of any and all Liens; (f) no individual or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreement; (g) none of the execution and delivery by the Seller of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents of the Seller, if applicable; (ii) any agreement other contract or instrument to which the Seller is a party or by which the Seller it is bound, or any of the Seller’s property or assets is bound; or (iii) any judgmentorder, writ, injunction, decree, order statute, law, regulation, rule, by-law or award of any Governmental Authority with respect regulation applicable to the Seller; 3.4 No insolvency proceedings of any character, exceptincluding without limitation, in the case of (ii) and (iii)bankruptcy, such breaches which could notreceivership, individually reorganization, composition or in the aggregatearrangement with creditors, impair the ability of voluntary or involuntary, designating the Seller to perform its obligations under this Agreement as the bankrupt or otherwise delay the Seller in performing such obligations; and (h) there insolvent, are no legal proceedings in progress or pending before any Governmental Entity, or, to the actual or constructive knowledge of the Seller, threatened, against threatened and the Seller or the Seller’s affiliates that would adversely affect in any manner the Seller’s ability to enter into this Agreement and to perform its obligations hereunder. The representations and warranties of the Seller set forth in this Article 5 shall, if the Seller is a director and/or officer of the Company, survive the Effective Date and shall continue thereafter in full force and effect has not made an assignment for the benefit of creditors, nor has Seller taken any action with a view to, or which would constitute the Acquiror without limitation as to time basis for, the institution of any such insolvency proceedings; 3.5 There are no actions, suits, or proceedings pending or, if to the best of the Seller’s knowledge, threatened, which could in any manner restrain or prevent the Seller is not a director and/or officer of from legally selling the Company, expire Credits pursuant to the terms and be terminated and extinguished on the earliest to occur of the Effective Time and the termination provisions of this Agreement in accordance Agreement; and 3.6 The Seller has no liability or obligation to pay fees or commissions to any broker, finder, or agent with Article 7respect to the Transaction.

Representations and Warranties of the Seller. 5.1 The Seller represents, hereby represents and warrants and, where applicable, covenants to the Acquiror Purchaser as follows and acknowledges that the Acquiror is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreementfollows: (a) if the Seller is a corporate body, the 3.1 The Seller has been duly formed and is validly existing under the laws of its jurisdiction of incorporation and has all necessary full legal right, power and authority to execute enter into, execute, deliver and deliver perform this Agreement and to perform its obligations hereunder; (b) Agreement. The Seller has taken all corporate action necessary for the execution and delivery of this Agreement by the Seller and the performance by the Seller of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement and the performance of the Seller’s obligations hereunder; (c) this Agreement. This Agreement has been duly executed and delivered by and constitutes the Seller and, assuming the due authorization, execution and delivery by the Acquiror, constitutes a legal, valid and binding obligation, obligation of the Seller and is enforceable by the Acquiror against with respect to the Seller in accordance with its provisionsterms, subject to except (a) as enforcement may be limited by bankruptcy, insolvency insolvency, priority or other laws or court decisions relating to or affecting generally the enforcement of creditors' rights or affecting generally the availability of equitable remedies and other (b) to the extent the indemnification provisions contained herein may be limited by applicable Laws affecting creditor’s rights generally and general principles of equity;federal or state securities laws. (i) the 3.2 The Seller is the lawful holder of record and beneficial owner of, or controls or directs the voting rights in respect of, the Subject Securities free and clear of any and all Liens; and (ii) the only Shares, Options or other securities that number of the Company beneficially owned, or over which control or direction is exercised by the Seller are those listed immediately under Shares set forth opposite the Seller’s 's name on the signature pages in Schedule I hereto; (e) the Seller has the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior to the Effective Time, be beneficially owned solely by the Seller with good and marketable title thereto, free and clear of any and all Liens; (f) no individual pledges, security interests, liens or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreement; (g) none of the execution and other encumbrances. The delivery by the Seller of this Agreement certificates or instruments and agreements evidencing the completion Shares, duly endorsed for transfer or performance accompanied by stock transfer powers duly endorsed in blank, to the Purchaser pursuant to Section 1 above, against payment as provided in Section 1 above, will transfer valid title to the Shares to the Purchaser, free and clear of any and all pledges, security interests, liens or other encumbrances. 3.3 The Seller has had the opportunity to ask questions of, and receive answers from, officers of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents of the Seller, if applicable; (ii) any agreement or instrument to which the Seller is a party or by which the Seller or any of the Seller’s property or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority Purchaser with respect to the Seller, except, in the case of (ii) business and (iii), such breaches which could not, individually or in the aggregate, impair the ability financial condition of the Purchaser and the terms and conditions of the sale of the Purchaser Shares and the Warrant and to obtain additional information necessary to verify such information. 3.4 The Seller to perform its obligations under this Agreement is acquiring the Purchaser Shares and the Warrant for the Seller's own account for investment purposes only, not as a nominee or otherwise delay the Seller in performing such obligations; and (h) there are no legal proceedings in progress or pending before any Governmental Entityagent, or, and not with a view to the knowledge resale or distribution of any part thereof. The Seller is an "accredited investor" within the meaning of Rule 501 of Regulation D of the SellerSecurities Act of 1933, threatenedas amended (the "Securities Act"). The Seller further represents that it does not have any contract, against undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Seller Purchaser Shares or the Seller’s affiliates that would adversely affect in any manner the Seller’s ability Warrant. In addition to enter into this Agreement and to perform its obligations hereunder. The representations and warranties restrictions on transfer of the Seller Warrant and the Warrant Shares set forth in this Article 5 shallthe Warrant, if the Seller is understands that until the Purchaser Shares may be sold pursuant to Rule 144 under the Securities Act without any restriction, each certificate or instrument representing the Purchaser Shares shall be imprinted with a director and/or officer legend in substantially the following form (and a stop transfer order may be placed against transfer of the Companycertificates representing the Purchaser Shares): "THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, survive the Effective Date and shall continue thereafter in full force and effect for the benefit of the Acquiror without limitation as to time orAS AMENDED (THE "ACT"), if the Seller is not a director and/or officer of the CompanyOR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, expire and be terminated and extinguished on the earliest to occur of the Effective Time and the termination of this Agreement in accordance with Article 7SOLD OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."

Representations and Warranties of the Seller. 5.1 The Seller represents, by its acceptance hereof represents and warrants and, where applicable, covenants to the Acquiror as follows and acknowledges that the Acquiror Offeror is relying upon these representations, such representations and warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreementpurchase by the Offeror of the Subject Shares: (a) if the Seller is a corporate body, the Seller has been duly formed and is validly existing under the laws of its jurisdiction of incorporation and has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement by the Seller and the performance by the Seller of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement and the performance of the Seller’s obligations hereunder; (c) this Agreement has been duly executed and delivered by the Seller and, assuming the due authorization, execution and delivery by the Acquiror, constitutes a legal, valid and binding obligation, enforceable by the Acquiror against the Seller in accordance with its provisions, subject to bankruptcy, insolvency and other applicable Laws affecting creditor’s rights generally and general principles of equity; (i) the Seller is the beneficial owner of, of or controls exercises control or directs the voting rights in respect ofdirection over, the Common Shares and/or Options set forth on Schedule A to this Agreement; (b) for the purposes of this Agreement, the Common Shares referred to in clause (a) above and any Common Shares subsequently obtained, directly or indirectly, by the Seller, including through the exercise of Options are collectively, the “Subject Securities free and clear of any and all Liens; and (ii) the Shares”. The only Shares, Options or other securities of the Company held of record or beneficially owned, or over which control or direction is exercised owned by the Seller on the date hereof are those listed immediately under in Schedule A to this Agreement. None of the Seller’s name on Shares are or will be subject to any shareholders’ agreements, voting trust or other similar agreements or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming a shareholders’ agreement, voting trust or other agreement affecting the signature pages heretoSeller’s Shares or the ability of any holder thereof to exercise all ownership rights thereto; (ei) the Seller has the sole right to sell and vote and direct the sale and voting of the Subject Shares and (ii) all the Subject Securities Shares will, at the time at which the Offeror takes up and all pays for such Subject Securities shall, immediately prior to the Effective Timeshares, be beneficially owned solely by the Seller with a good and marketable title thereto, free and clear of any and all LiensEncumbrances; (fd) no individual person, firm or entity corporation has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the such Seller of any of the Subject Securities Shares or any interest therein or right thereto, including any right to vote, except the Acquiror Offeror pursuant to this Agreementhereto; (ge) none of the execution and delivery by the Seller of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller with the Seller’s obligations hereunder will result in a breach of: (i) in the case of a Seller that is a corporation, the constating documents of the Seller, if applicable; (ii) any agreement or instrument to which the Seller is a party or by which the Seller or any of the Seller’s property or assets is of the Seller are bound; or (iii) any judgment, decree, order or award of any Governmental Authority with respect to court, governmental body or arbitrator; or (iv) any applicable law, statute, ordinance, regulation or rule; (f) the SellerSeller (i) if a corporation, except, in the case of is a validly existing corporation and (ii) has all necessary power, authority and (iii), such breaches which could not, individually or in the aggregate, impair the ability of the Seller right to perform its obligations under execute and deliver this Agreement or otherwise delay the Seller in performing such obligations; and (h) there are no legal proceedings in progress or pending before any Governmental Entity, or, to the knowledge of the Seller, threatened, against the Seller or the Seller’s affiliates that would adversely affect in any manner the Seller’s ability to enter into this Agreement agreement and to perform its obligations hereunder. The representations hereunder and warranties of to consummate the Seller set forth in this Article 5 shall, transactions contemplated hereby; (g) if the Seller is a director and/or officer corporation or partnership, the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Seller have been authorized by all necessary corporate or partnership action on its part and on the part of its general partner, as applicable. (i) If the seller is a corporation, this Agreement has been duly executed and delivered by the Seller, and (ii) this Agreement constitutes a valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, except as may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction; and (i) (i) the only securities of the Company held of record, beneficially owned or over which control or direction is exercised, directly or indirectly, by the Seller or any of its affiliates, are the Subject Shares, (ii) Other than the Options listed on Schedule A, the Seller has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Seller or any of its affiliates or transfer to the Seller or any of its affiliates of additional securities of the Company, survive the Effective Date and shall continue thereafter in full force and effect for the benefit of the Acquiror without limitation as to time or, if the Seller is not a director and/or officer of the Company, expire and be terminated and extinguished on the earliest to occur of the Effective Time and the termination of this Agreement in accordance with Article 7.;

Representations and Warranties of the Seller. 5.1 The Seller represents, represents and warrants and, where applicable, covenants to the Acquiror Purchaser both on the date hereof and on the date of the Closing as follows and acknowledges that the Acquiror is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreementfollows: (a) if the Seller is a corporate body, the The Seller has been duly formed and is validly existing under the laws of its jurisdiction of incorporation and has all necessary requisite power and authority to execute execute, deliver and deliver carry out the terms and provisions of this Agreement and to perform its obligations hereunderconsummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement; (b) The Seller is duly organized and validly existing and in good standing under the laws of the jurisdiction of its incorporation, has the requisite corporate power and authority to execute, deliver and to consummate the transactions contemplated hereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement; (c) The Seller is the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of the principal amount of the December Convertible Debenture being redeemed pursuant to Section 2 and has good and marketable title to such principal amount of the December Convertible Debenture and there exists no liens, claims, options, proxies, voting agreements, charges or encumbrances of whatever nature ("Liens") affecting such principal amount of the December Convertible Debenture; (d) Upon transfer to the Purchaser of the principal amount of the December Convertible Debenture being redeemed pursuant to Section 2 Purchaser, the Purchaser will have good and marketable title to such principal amount of the December Convertible Debenture free and clear of all Liens; (e) The December Convertible Debenture and the July Convertible Debenture, together with 3,161,925 shares of Common Stock, constitutes all of the securities of the Purchaser beneficially owned, directly or indirectly, by the Seller or any of its "affiliates" (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, which definition shall apply for all purposes of this Agreement); (f) The execution and delivery of this Agreement by the Seller does not, and the performance by the Seller of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement and the performance of the Seller’s obligations hereunder; (c) this Agreement has been duly executed and delivered by the Seller andwill not, assuming the due authorization, execution and delivery by the Acquiror, constitutes constitute a legal, valid and binding obligation, enforceable by the Acquiror against the Seller in accordance with its provisions, subject to bankruptcy, insolvency and other applicable Laws affecting creditor’s rights generally and general principles of equity; (i) the Seller is the beneficial owner violation of, conflict with or controls or directs the voting rights in respect of, the Subject Securities free and clear of any and all Liens; and (ii) the only Shares, Options or other securities of the Company beneficially owned, or over which control or direction is exercised by the Seller are those listed immediately under the Seller’s name on the signature pages hereto; (e) the Seller has the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior to the Effective Time, be beneficially owned solely by the Seller with good and marketable title thereto, free and clear of any and all Liens; (f) no individual or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreement; (g) none of the execution and delivery by the Seller of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents default under any contract, commitment, agreement, understanding, arrangement or restriction of the Seller, if applicable; (ii) any agreement or instrument kind to which the Seller is a party or by which the Seller is bound or any of the Seller’s property or assets is bound; or (iii) any judgment, decree, decree or order or award of any Governmental Authority with respect applicable to the Seller, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability of the Seller to perform its obligations under this Agreement or otherwise delay the Seller in performing such obligations; and (hg) there are no legal proceedings in progress or pending before Neither the execution and delivery of this Agreement nor the performance by the Seller of its obligations hereunder will violate any Governmental Entity, or, provision of law applicable to the knowledge of the Seller, threatened, against the Seller or the Seller’s affiliates that would adversely affect in require any manner the Seller’s ability consent or approval of, or filing with or notice to enter into this Agreement and any public body or authority under any provision of law applicable to perform its obligations hereunder. The representations and warranties of the Seller set forth in this Article 5 shall, if other than notices or filings pursuant to the Seller is a director and/or officer of the Company, survive the Effective Date and shall continue thereafter in full force and effect for the benefit of the Acquiror without limitation as to time or, if the Seller is not a director and/or officer of the Company, expire and be terminated and extinguished on the earliest to occur of the Effective Time and the termination of this Agreement in accordance with Article 7federal securities laws.

Representations and Warranties of the Seller. 5.1 The Seller represents, represents and warrants and, where applicable, covenants to the Acquiror as follows and acknowledges that the Acquiror is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement AgreementBank that: (a) if the Seller is a corporate body, the Seller has been duly formed the power to execute, deliver and is validly existing under the laws of its jurisdiction of incorporation and has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunderunder the Purchase Documents and under any other documents connected with the performance of the Purchase Documents; all necessary action has been taken by Seller to authorise the execution, delivery and performance of the Purchase Documents and any other documents connected with the performance of the Purchase Documents; no limitation on the Seller's powers will be exceeded as a result of transactions under the Purchase Documents or any other documents connected with the performance of the Purchase Documents; (b) upon acceptance of the execution and delivery of this Agreement Offer by the Seller Bank, the Purchase Documents constitute Seller's valid and the performance by the Seller of its legally binding obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement and the performance of the Seller’s obligations hereunder, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganisation, moratorium, and similar laws affecting legal entities' rights generally, and to general equitable principles; (c) this Agreement the execution, delivery and performance of the Purchase Documents and any other documents connected with the performance of the Purchase Documents by each of Seller will not (i) contravene any existing law, regulation or authorisation to which it is subject, (ii) result in any material breach of, or default under, any agreement or other instrument to which it is a party or is subject, or (iii) contravene any provision of Seller's Articles of Incorporation, By-laws or other constituent documents; (d) every material consent for, authorisation of or registration with governmental or public bodies or courts required by Seller in connection with the execution, delivery performance, validity, enforceability or admissibility in evidence of the Purchase Documents and any other documents connected with the performance of the Purchase Documents has been duly executed obtained or made and delivered is in full force and effect and there has been no default by Seller in the Seller observance of any conditions imposed in connection therewith; and (e) there are no actions, assuming proceedings or claims pending or to the due authorizationbest of Seller's knowledge threatened, execution the adverse determination of which might have a materially adverse effect on Seller's ability to perform their obligations under, or affect the validity or enforceability of the Purchase Documents; (f) any of the documents given to Bank in accordance with Clause 5.1 (Documentary Conditions Precedent) of these Terms and delivery by Conditions is correct and a true copy of the Acquiror, constitutes a legaloriginal; (g) the Contract and all related documents thereto are in full force and effect and constitute legally binding, valid and binding obligation, enforceable by the Acquiror against obligations of the Seller and the Obligor; (h) the execution, delivery and performance of the Contract and any other documents connected with the performance of the Contract by Seller will not (i) contravene any existing law, regulation or authorisation to which it is subject, (ii) result in accordance with any breach of, or default under, any agreement or other instrument to which it is a party or is subject, or (iii) contravene any provision of its provisionsArticles of Incorporation, subject to bankruptcy, insolvency and By-laws or other applicable Laws affecting creditor’s rights generally and general principles of equityconstituent documents; (i) all consents, licenses, permissions and registrations, if any, which are necessary for and/or in connection with the Seller is the beneficial owner ofexecution, or controls or directs the voting rights in respect ofdelivery, the Subject Securities free performance, validity and clear of any and all Liens; and (ii) the only Shares, Options or other securities enforceability of the Company beneficially owned, or over which control or direction is exercised Contract by the Seller have been obtained and are those listed immediately under the Seller’s name on the signature pages heretoin full force and effect; (ej) the Seller has properly made the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior Facilities accessible to the Effective Time, be beneficially owned solely by Obligor in the Seller way which allows the Obligor to exercise the Right of Access in accordance with good and marketable title thereto, free and clear of any and all Liensthe Contract; (fk) the Seller has legal title to the Facilities and, other than the Contract which the Obligor may record on the title of the Facilities, there is no individual or entity has security interest, mortgage, pledge, nor any other agreement or optionarrangement having the effect of conferring security, over or in respect of the whole or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of any part of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this AgreementFacilities; (gl) none the purchase and sale of the execution Receivables is not prohibited or restricted under the Contract; (m) the Receivables (together with the ancillary rights and delivery the security, if any) purchased by the Seller of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents of the Seller, if applicable; (ii) any agreement or instrument to which the Seller Bank is a party or by which legally valid, binding and enforceable claim against the Obligor and has been validly transferred to the Bank; (n) Seller or any of the Seller’s property or assets is bound; or (iii) any judgment, decree, order or award has no actual knowledge of any Governmental Authority with respect to the Seller, except, in the case of (ii) and (iii), such breaches circumstances which could not, individually or in the aggregate, impair make the ability of the Seller Obligor to perform its obligations under this Agreement pay questionable or otherwise delay which impair the Seller in performing such obligationsenforceability of the Receivables; (o) the Receivables (together with the ancillary rights and the security, if any) purchased by the Bank is, subject to Clause 7.1 (Payments by Obligor) free of all objections, set-off, counterclaims and deductions whatsoever; and (hp) there are no legal proceedings in progress or pending before any Governmental Entity, or, to the knowledge aggregate face amount of the Seller, threatened, against the Seller or the Seller’s affiliates that would adversely affect in any manner the Seller’s ability to enter into this Agreement and to perform its obligations hereunder. The representations and warranties of the Seller set forth in this Article 5 shall, if the Seller is a director and/or officer of the Company, survive the Effective Date and shall continue thereafter in full force and effect for the benefit of the Acquiror without limitation as to time or, if the Seller Receivables is not a director and/or officer of the Company, expire and be terminated and extinguished on the earliest to occur of the Effective Time and the termination of this Agreement in accordance with Article 7.less than CDN 15,000,000

Representations and Warranties of the Seller. 5.1 (a) The Seller represents, hereby represents and warrants and, where applicable, covenants to the Acquiror as follows and acknowledges that Servicer, the Acquiror is relying upon these representationsDepositor, warranties and covenants in connection with the entering into of this Agreement Issuer and the Arrangement AgreementIndenture Trustee, for the benefit of the Securityholders, as of the Closing Date and each Subsequent transfer Date or such other date as is specified, that: (ai) if the Seller is a corporate body, the Seller has been duly formed and is validly existing under the laws of its jurisdiction of incorporation and has all necessary power and authority to execute and deliver this This Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement by the Seller and the performance by the Seller of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement and the performance of the Seller’s obligations hereunder; (c) this Agreement has been duly executed and delivered by the Seller and, assuming the due authorization, execution and delivery by the Acquiror, constitutes a legal, valid and binding obligationobligation of the Seller, enforceable by the Acquiror against the Seller in accordance with its provisionsterms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in general and other applicable Laws affecting creditor’s rights generally and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity); (i) the Seller is the beneficial owner of, or controls or directs the voting rights in respect of, the Subject Securities free and clear of any and all Liens; and (ii) Immediately prior to the only Shares, Options or other securities of the Company beneficially owned, or over which control or direction is exercised transfer by the Seller are those listed immediately under to the Seller’s name on Depositor of each Mortgage Loan, the signature pages heretoSeller had good and equitable title to each Mortgage Loan subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature; (eiii) As of the Closing Date, the Seller has transferred all of its right, title and interest in the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior Initial Mortgage Loans to the Effective Time, be beneficially owned solely by the Seller with good and marketable title thereto, free and clear of any and all LiensDepositor; (fiv) no individual The Seller has not transferred the Mortgage Loans to the Depositor with any intent to hinder, delay or entity defraud any of its creditors; (v) The Seller has any agreement been duly organized and is validly existing as a limited liability company in good standing under the laws of Delaware, with full power and authority to own its assets and conduct its business as presently being conducted; (vi) The Mortgage Loans constitute either “promissory notes” or option“payment intangibles” within the meaning of the UCC; (vii) The Seller has obtained all necessary consents and approvals required to enter into and perform its obligations under, this Agreement, including the sale of the Mortgage Loans hereunder; (viii) The Seller has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Mortgage Loans granted to the Indenture Trustee pursuant to the Indenture; (ix) Other than the sale of the Mortgage Loans hereunder, the Seller has not pledged, assigned, sold, granted a security interest in, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of otherwise conveyed any of the Subject Securities or Mortgage Loans. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Mortgage Loans other than any financing statement relating to the security interest therein or right thereto, including any right granted to vote, except the Acquiror Indenture Trustee pursuant to this Agreement; (g) none the Indenture or that has been terminated. The Seller is not aware of the execution and delivery by the Seller of this Agreement any judgment or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents of tax lien filings against the Seller, if applicable; (ii) any agreement or instrument to which the Seller is a party or by which the Seller or any of the Seller’s property or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority with respect to the Seller, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability of the Seller to perform its obligations under this Agreement or otherwise delay the Seller in performing such obligations; and (hx) there are no legal proceedings The Principal Balance of each Group I Mortgage Loan is within Xxxxxxx Mac’s dollar amount limits for conforming one-to-four-family mortgage loans. It is understood and agreed that the representations and warranties set forth in progress or pending before any Governmental Entity, or, (i) through (x) above shall survive the transfer of the Mortgage Loans to the knowledge of Trust. (b) It is understood and agreed that the Seller, threatened, against the Seller or the Seller’s affiliates that would adversely affect in any manner the Seller’s ability to enter into this Agreement and to perform its obligations hereunder. The representations and warranties of the Seller set forth in Section 3.05(a) shall survive the execution and delivery of this Article 5 shallAgreement. The Seller shall indemnify the Servicer, if the Seller, the Indenture Trustee, and the Issuer and hold each of the Servicer, the Depositor, the Indenture Trustee and the Issuer harmless against any loss, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the Seller’s representations and warranties contained in Section 3.05(a). It is understood and agreed that the enforcement of the obligation of the Seller is a director and/or officer set forth in this Section 3.05 to indemnify the Servicer, the Indenture Trustee and the Issuer as provided in this Section 3.05 constitutes the sole remedy of the CompanyIndenture Trustee, survive the Effective Date Servicer and shall continue thereafter in full force and effect for the benefit Issuer with respect to a breach by the Seller of the Acquiror without limitation as representations and warranties in Section 3.05(a). The Seller hereby acknowledges and agrees that any breach of the representation set forth in Section 3.05(a)(x) shall be deemed to time or, if materially and adversely affect the value of the related Mortgage Loans or the interests of the Trust in the related Mortgage Loans. Any cause of action against the Seller is not a director and/or officer relating to or arising out of the Company, expire and be terminated and extinguished on the earliest to occur breach of the Effective Time representations and warranties made in Sections 3.05(a) hereof shall accrue upon discovery of such breach by the termination of this Agreement in accordance with Article 7Issuer, the Servicer, the Seller or the Indenture Trustee.

Representations and Warranties of the Seller. 5.1 The Seller represents, warrants and, where applicable, covenants hereby makes the following representations and warranties on which the Issuer is deemed to have relied in acquiring the Acquiror as follows Underlying Certificates and acknowledges that on which the Acquiror Indenture Trustee is relying upon these representations, warranties and covenants deemed to have relied in connection with the entering into this Agreement. Such representations and warranties speak as of the execution and delivery of this Agreement and as of the Arrangement Agreement:Closing Date, but shall survive the sale, transfer and assignment of the Underlying Certificates to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture. (a) if As to the Seller: (i) The Seller is a corporate body, the Seller has been duly formed organized and is validly existing as a corporation organized and existing and in good standing under the laws of the State of Delaware, with power and authority to own its jurisdiction of incorporation properties and has to conduct its business and had at all relevant times, and has, power, authority, and legal right to acquire and own the Underlying Certificates. (ii) The Seller is duly qualified to do business as a foreign corporation in good standing, and shall have obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications. (iii) The Seller has the power and authority to execute and deliver this Agreement and to perform carry out its obligations hereunder; (b) the execution and delivery of this Agreement by terms; the Seller has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Issuer and has duly authorized such sale and assignment to the Issuer by all necessary corporate action; and the performance by the Seller of its obligations hereunder have been duly authorized execution, delivery, and no other proceedings on its part are necessary to authorize this Agreement and the performance of the Seller’s obligations hereunder; (c) this Agreement has been duly executed and delivered authorized by the Seller andby all necessary corporate action. (iv) This Agreement constitutes (A) a valid sale, assuming transfer, and assignment of the due authorizationTrust Property, execution enforceable against creditors of and delivery by purchasers from the Acquiror, constitutes Seller and (B) a legal, valid valid, and binding obligation, enforceable by the Acquiror against obligation of the Seller enforceable in accordance with its provisionsterms, subject to except as such enforceability may be limited by bankruptcy, insolvency insolvency, reorganization, or other similar laws affecting the enforcement of creditors' rights in general and other applicable Laws affecting creditor’s rights generally and by general principles of equity;, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. (iv) the Seller is the beneficial owner of, or controls or directs the voting rights in respect of, the Subject Securities free and clear of any and all Liens; and (ii) the only Shares, Options or other securities The consummation of the Company beneficially ownedtransactions contemplated by this Agreement and the fulfillment of the terms hereof shall not conflict with, or over which control or direction is exercised by the Seller are those listed immediately under the Seller’s name on the signature pages hereto; (e) the Seller has the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior to the Effective Time, be beneficially owned solely by the Seller with good and marketable title thereto, free and clear of result in any and all Liens; (f) no individual or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller breach of any of the Subject Securities terms and provisions of, nor constitute (with or any interest therein without notice or right theretolapse of time) a default under, including any right to vote, except the Acquiror pursuant to this Agreement; (g) none certificate of the execution and delivery by the Seller of this Agreement incorporation or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents bylaws of the Seller, if applicable; (ii) or any agreement indenture, agreement, or other instrument to which the Seller is a party or by which it shall be bound; nor result in the creation or imposition of any lien upon any of the properties of the Seller pursuant to the terms of any such indenture, agreement, or other instrument (other than pursuant to the Basic Documents to which the Seller is a party); nor violate any law or any order, rule, or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Seller or any of the Seller’s property or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority with respect to the Seller, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability of the Seller to perform its obligations under this Agreement or otherwise delay the Seller in performing such obligations; andproperties. (hvi) there There are no legal proceedings in progress or pending before any Governmental Entityinvestigations pending, or, to the Seller's best knowledge after due inquiry, threatened, before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Seller or its properties: (A) asserting the invalidity of this Agreement, the Trust Agreement, the Indenture, the Notes or the Trust Certificates, (B) seeking to prevent the issuance of the Notes or the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement, (C) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement, the Notes or the Trust Certificates, or (D) naming the Seller which might adversely affect the federal income tax attributes of the Notes. (vii) Immediately prior to the sale and assignment to the Issuer, and following the transfer by Onyx Acceptance Funding Corporation to Onyx and then to the Seller, the Seller will be the sole owner of the Underlying Certificates, free and clear of any and all liens, pledges, charges of security interests of any nature. (viii) the Seller's location for purposes of the Uniform Commercial Code in effect in the State of New York is the State of Delaware, the Seller's state of incorporation. (b) The aggregate outstanding balance of the contracts underlying the Underlying Certificates, the aggregate outstanding balance of the senior securities related to the Underlying Certificates and the balance of the related spread accounts as of February 15, 2002, as set forth in Schedule II hereto, are true and correct as of such date. (c) None of the foregoing representations and warranties shall be construed as, and the Seller is specifically not making, any representations and warranties regarding the collectibility of the contracts or the future performance of the contracts underlying the Underlying Certificates. (d) The Seller has not prepared any financial statement which accounts for the transfer of the Trust Property hereunder to the Issuer in any manner other than as a sale of the Trust Property by it to the Issuer, and the Seller has not in any other non-income tax respect (including, but not limited to, for accounting purposes) accounted for or treated the transfer of the Trust Property hereunder in any manner other than as a sale and absolute assignment to the Issuer of the Seller's full right, threatened, against title and ownership interest in the Seller or Trust Property to the Seller’s affiliates that would adversely affect in any manner the Seller’s ability to enter into this Agreement and to perform its obligations hereunder. The representations and warranties of the Seller set forth in this Article 5 shall, if the Seller is a director and/or officer of the Company, survive the Effective Date and shall continue thereafter in full force and effect for the benefit of the Acquiror without limitation as to time or, if the Seller is not a director and/or officer of the Company, expire and be terminated and extinguished on the earliest to occur of the Effective Time and the termination of this Agreement in accordance with Article 7Issuer.

Representations and Warranties of the Seller. 5.1 The Seller represents, by its acceptance hereof represents and warrants and, where applicable, covenants to the Acquiror as follows and acknowledges that the Acquiror Purchaser is relying upon these representations, such representations and warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement: (a) the Seller is the beneficial holder of, or exercises control or direction over, all of the Common Share, set forth on Schedule A to this Agreement. (b) for the purposes of this Agreement, the Common Shares set forth on Schedule A to this Agreement and any Common Shares acquired, directly or indirectly, by the Seller after the date hereof are collectively referred to as the “Seller’s Shares”. The only Common Shares, JNR Options and JNR Warrants held of record or beneficially owned by the Seller, or over which the Seller exercises control or direction, on the date hereof are those listed in Schedule A to this Agreement. The Seller has the sole dispositive power, and the sole power to agree to the matters set forth herein with respect to the Seller’s Shares, and will continue to have the sole power to dispose of the Seller’s Shares, free and clear of all Liens, at the time the Seller’s Shares are deposited under the Offer. None of the Seller’s Shares are or will be subject to any shareholders’ agreements, voting trust or other similar agreements or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming a shareholders’ agreement, voting trust or other agreement affecting the Seller’s Shares or the ability of any holder thereof to exercise all ownership rights thereto; (c) no person has any agreement or option, or any right or privilege (whether by Law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase, acquisition or transfer from the Seller of any of the Seller’s Shares owned by the Seller or any interest therein or right thereto, except Purchaser pursuant to the terms of this Agreement; (d) there is no claim, action, lawsuit, arbitration, mediation or other proceeding pending or, to the best of the knowledge, information and belief of the Seller, threatened against the Seller, which relates to this Agreement or otherwise impairs the ability of the Seller to consummate the transactions contemplated hereby; (e) none of the execution and delivery by the Seller of this Agreement or the completion of the transactions contemplated hereby or compliance by the Seller with the Seller’s obligations hereunder will result in a breach of (i) if the Seller is a corporate bodynot an individual, the constating documents of, or any resolution binding, the Seller, (ii) any other agreement, instrument, commitment, arrangement, undertaking or restriction to which the Seller has been duly formed and is a party or by which the Seller or any of the Seller’s property or assets are bound, (iii) any judgement, decree, order or award of any court, governmental body or arbitrator, or (iv) any applicable Law; (f) if the Seller is not an individual, it is validly existing under subsisting and the laws of its jurisdiction of incorporation and Seller has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement by the Seller and the performance by the Seller of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement and the performance of the Seller’s obligations hereunder; (cg) this Agreement has been duly executed and delivered by or on behalf of the Seller and, assuming the due authorization, execution and delivery by the Acquiror, constitutes a legal, valid and binding obligation, obligation of the Seller enforceable by the Acquiror against the Seller in accordance with its provisionsterms, subject to except as may be limited by bankruptcy, insolvency and other applicable Laws affecting creditor’s the enforcement of creditors’ rights generally and general principles subject to the qualification that equitable remedies may be granted only in the discretion of equitya court of competent jurisdiction; (ih) except for the Seller is the beneficial owner of, or controls or directs the voting rights in respect of, the Subject Securities free Common Shares set forth on Schedule A to this Agreement and clear of any JNR Options and all Liens; and (ii) the only Shares, Options or other securities of the Company beneficially owned, or over which control or direction is exercised JNR Warrants owned by the Seller are those listed immediately under the Seller’s name on the signature pages hereto; (e) the Seller , it has the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior to the Effective Time, be beneficially owned solely by the Seller with good and marketable title thereto, free and clear of any and all Liens; (f) no individual or entity has any agreement or option, or any right or privilege (whether by lawLaw, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, purchase or acquisition by the Seller or transfer from to the Seller of any additional securities of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this AgreementCompany; (g) none of the execution and delivery by the Seller of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents of the Seller, if applicable; (ii) any agreement or instrument to which the Seller is a party or by which resident in the Seller or any of jurisdiction given as the Seller’s property or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority with respect address on the signature page to the Seller, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability of the Seller to perform its obligations under this Agreement or otherwise delay the Seller in performing such obligationsAgreement; and (hj) there are no legal proceedings in progress or pending before any Governmental Entitythe foregoing representations and warranties will be true, or, to correct and complete on the knowledge of date on which the Seller, threatened, against Offer is made and on the Seller or date on which Purchaser takes up and pays for the Seller’s affiliates that would adversely affect in any manner the Seller’s ability to enter into this Agreement and to perform its obligations hereunder. The representations and warranties of the Seller set forth in this Article 5 shall, if the Seller is a director and/or officer of the Company, survive the Effective Date and shall continue thereafter in full force and effect for the benefit of the Acquiror without limitation as to time or, if the Seller is not a director and/or officer of the Company, expire and be terminated and extinguished on the earliest to occur of the Effective Time and the termination of this Agreement in accordance with Article 7Shares.

Representations and Warranties of the Seller. 5.1 (a) The Seller represents, hereby represents and warrants and, where applicable, covenants to the Acquiror as follows and acknowledges that Servicer, the Acquiror is relying upon these representationsDepositor, warranties and covenants in connection with the entering into of this Agreement Issuer and the Arrangement AgreementIndenture Trustee, for the benefit of the Securityholders, as of the Closing Date and each Subsequent transfer Date or such other date as is specified, that: (ai) if the Seller is a corporate body, the Seller has been duly formed and is validly existing under the laws of its jurisdiction of incorporation and has all necessary power and authority to execute and deliver this This Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement by the Seller and the performance by the Seller of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement and the performance of the Seller’s obligations hereunder; (c) this Agreement has been duly executed and delivered by the Seller and, assuming the due authorization, execution and delivery by the Acquiror, constitutes a legal, valid and binding obligationobligation of the Seller, enforceable by the Acquiror against the Seller in accordance with its provisionsterms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and other applicable Laws affecting creditor’s rights generally and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity); (i) the Seller is the beneficial owner of, or controls or directs the voting rights in respect of, the Subject Securities free and clear of any and all Liens; and (ii) Immediately prior to the only Shares, Options or other securities of the Company beneficially owned, or over which control or direction is exercised transfer by the Seller are those listed immediately under to the Seller’s name on Depositor of each Mortgage Loan, the signature pages heretoSeller had good and equitable title to each Mortgage Loan subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature; (eiii) As of the Closing Date, the Seller has transferred all of its right, title and interest in the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior Initial Mortgage Loans to the Effective Time, be beneficially owned solely by the Seller with good and marketable title thereto, free and clear of any and all LiensDepositor; (fiv) no individual The Seller has not transferred the Mortgage Loans to the Depositor with any intent to hinder, delay or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of defraud any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreementits creditors; (gv) none The Seller has been duly organized and is validly existing as a limited liability company in good standing under the laws of Delaware, with full power and authority to own its assets and conduct its business as presently being conducted; (vi) The Mortgage Loans constitute either "promissory notes" or "payment intangibles" within the meaning of the execution UCC; (vii) The Seller has obtained all necessary consents and delivery by the Seller of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents of the Seller, if applicable; (ii) any agreement or instrument approvals required to which the Seller is a party or by which the Seller or any of the Seller’s property or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority with respect to the Seller, except, in the case of (ii) enter into and (iii), such breaches which could not, individually or in the aggregate, impair the ability of the Seller to perform its obligations under, this Agreement, including the sale of the Mortgage Loans hereunder; (viii) The Seller has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under this Agreement or otherwise delay applicable law in order to perfect the Seller security interest in performing such obligationsthe Mortgage Loans granted to the Indenture Trustee pursuant to the Indenture; and (hix) there are no legal proceedings in progress or pending before any Governmental Entity, or, to Other than the knowledge sale of the SellerMortgage Loans hereunder, threatenedthe Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Mortgage Loans other than any financing statement relating to the security interest granted to the Indenture Trustee pursuant to the Indenture or that has been terminated. The Seller is not aware of any judgment or tax lien filings against the Seller’s affiliates . It is understood and agreed that would adversely affect the representations and warranties set forth in any manner (i) through (ix) above shall survive the Seller’s ability transfer of the Mortgage Loans to enter into this Agreement the Trust. (b) It is understood and to perform its obligations hereunder. The agreed that the representations and warranties of the Seller set forth in Sections 3.05(a)(i) through (ix) shall survive the execution and delivery of this Article 5 shallAgreement. The Seller shall indemnify the Servicer, if the Seller, the Indenture Trustee, and the Issuer and hold each of the Servicer, the Depositor, the Indenture Trustee and the Issuer harmless against any loss, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the Seller's representations and warranties contained in Sections 3.05(a)(i) through (ix) hereof. It is understood and agreed that the enforcement of the obligation of the Seller is a director and/or officer set forth in this Section 3.05 to indemnify the Servicer, the Indenture Trustee and the Issuer as provided in this Section 3.05 constitutes the sole remedy of the CompanyIndenture Trustee, survive the Effective Date Servicer and shall continue thereafter in full force and effect for the benefit Issuer with respect to a breach by the Seller of the Acquiror without limitation as to time or, if representations and warranties in Sections 3.05(a)(i) through (ix) hereof. Any cause of action against the Seller is not a director and/or officer relating to or arising out of the Company, expire and be terminated and extinguished on the earliest to occur breach of the Effective Time representations and warranties made in Sections 3.05(a)(i) through (ix) hereof shall accrue upon discovery of such breach by the termination of this Agreement in accordance with Article 7Issuer, the Servicer, the Seller or the Indenture Trustee.

Representations and Warranties of the Seller. 5.1 The Seller represents, by its acceptance hereof represents and warrants and, where applicable, covenants to the Acquiror as follows and acknowledges that the Acquiror Kinross is relying upon these representations, such representations and warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement: (a) if the The Seller is a corporate bodythe beneficial and/or registered holder of, or controls all of, the Seller has been duly formed and is validly existing under the laws of its jurisdiction of incorporation and has all necessary power and authority Common Shares and/or Options set forth on Schedule A to execute and deliver this Agreement and to perform its obligations hereunderAgreement; (b) For the execution and delivery purposes of this Agreement Agreement, the Common Shares referred to in clause (a) above and any Common Shares subsequently obtained, directly or indirectly, by the Seller Seller, including through the exercise of Options, and any SRP Rights associated with the performance by the Seller of its obligations hereunder have been duly authorized and no other proceedings on its part foregoing are necessary to authorize this Agreement and the performance of the Seller’s obligations hereunder; (c) this Agreement has been duly executed and delivered by the Seller and, assuming the due authorization, execution and delivery by the Acquiror, constitutes a legal, valid and binding obligation, enforceable by the Acquiror against the Seller in accordance with its provisions, subject to bankruptcy, insolvency and other applicable Laws affecting creditor’s rights generally and general principles of equity; (i) the Seller is the beneficial owner of, or controls or directs the voting rights in respect ofcollectively, the Subject Securities free and clear of any and all Liens; and (ii) the "Seller's Shares". The only Shares, Options or other securities of the Company held of record or beneficially owned, or over which control or direction is exercised owned by the Seller on the date hereof (other than SRP Rights associated with the Common Shares) are those listed immediately under the Seller’s name on the signature pages hereto; (e) the in Schedule A to this Agreement. The Seller has the sole right dispositive power, and the sole power to vote all the Subject Securities and all such Subject Securities shall, immediately prior agree to the Effective Timematters set forth herein with respect to the Seller's Shares, be beneficially owned solely by and will continue to have the Seller with good and marketable title theretosole power to dispose of the Seller's Shares, free and clear of all Encumbrances, at the time of the Seller's Shares are deposited under the Offer. None of the Seller's Shares are or will be subject to any and all Liens; (f) no individual shareholders' agreements, voting trust or entity has any agreement or option, other similar agreements or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an a shareholders' agreement, voting trust or other agreement affecting the Seller's Shares or the ability of any holder thereof to exercise all ownership rights thereto; (c) No Person has any agreement or option, or any right or privilege (whether by Law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase, acquisition or transfer from the Seller of any of the Subject Securities Seller's Shares owned by the Seller or any interest therein or right thereto, including any right to vote, except the Acquiror Kinross pursuant to the terms of this Agreement; (gd) none There is no claim, action, lawsuit, arbitration, mediation or other proceeding pending or, to the best of the knowledge, information and belief of the Seller, threatened against the Seller, which relates to this Agreement or otherwise materially impairs the ability of the Seller to consummate the transactions contemplated hereby; (e) None of the execution and delivery by the Seller of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller with the Seller's obligations hereunder will result in a breach of: of (i) if the Seller is not an individual, the constating documents of the Seller, if applicable; (ii) any other agreement or instrument to which the Seller is a party or by which the Seller or any of the Seller’s 's property or assets is are bound; or , (iii) any judgmentjudgement, decree, order or award of any Governmental Authority with respect to the Sellercourt, exceptgovernmental body or arbitrator, in the case of or (iiiv) and any applicable Law; (iii), such breaches which could not, individually or in the aggregate, impair the ability of f) If the Seller is not an individual, it is validly subsisting and has all necessary power and authority to execute and deliver the Agreement resulting from its acceptance hereof and to perform its obligations under this hereunder; (g) This Agreement has been duly executed and delivered by or otherwise delay on behalf of the Seller and constitutes a valid and binding obligation of the Seller enforceable against the Seller in performing such obligationsaccordance with its terms, except as may be limited by bankruptcy, insolvency and other Laws affecting the enforcement of creditors' rights generally and subject to the qualification that equitable remedies may be granted only in the discretion of a court of competent jurisdiction; and (h) there are Except for the securities set out in Section 6(a), and any SRP Rights associated therewith, it has no legal proceedings in progress agreement or pending before any Governmental Entityoption, oror right or privilege (whether by Law, to pre-emptive or contractual) capable of becoming an agreement or option, for the knowledge of the Seller, threatened, against purchase or acquisition by the Seller or the Seller’s affiliates that would adversely affect in any manner the Seller’s ability transfer to enter into this Agreement and to perform its obligations hereunder. The representations and warranties of the Seller set forth in this Article 5 shall, if the Seller is a director and/or officer of additional securities of the Company, survive the Effective Date and shall continue thereafter in full force and effect for the benefit of the Acquiror without limitation as to time or, if the Seller is not a director and/or officer of the Company, expire and be terminated and extinguished on the earliest to occur of the Effective Time and the termination of this Agreement in accordance with Article 7.

Representations and Warranties of the Seller. 5.1 The Seller represents, hereby represents and warrants and, where applicable, covenants to the Acquiror as follows and acknowledges that the Acquiror is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement Issuer and the Arrangement AgreementIndenture Trustee on behalf of the Securityholders that, as of the Closing Date or as of such date specifically provided herein: (ai) if the Seller is a corporate bodyduly organized, the Seller has been duly formed and is validly existing and in good standing as a corporation under the laws of its jurisdiction the State of incorporation Delaware and has all is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary power and authority to execute and deliver this Agreement and to perform fulfill its obligations hereunder; (bii) the Seller has the power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement and this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation to the rights of creditors generally; (iii) the execution and delivery of this Agreement by the Seller and the performance by of and compliance with the Seller of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement and the performance of the Seller’s obligations hereunder; (c) this Agreement has been duly executed and delivered by the Seller and, assuming the due authorization, execution and delivery by the Acquiror, constitutes a legal, valid and binding obligation, enforceable by the Acquiror against the Seller in accordance with its provisions, subject to bankruptcy, insolvency and other applicable Laws affecting creditor’s rights generally and general principles of equity; (i) the Seller is the beneficial owner of, or controls or directs the voting rights in respect of, the Subject Securities free and clear of any and all Liens; and (ii) the only Shares, Options or other securities of the Company beneficially owned, or over which control or direction is exercised by the Seller are those listed immediately under the Seller’s name on the signature pages hereto; (e) the Seller has the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior to the Effective Time, be beneficially owned solely by the Seller with good and marketable title thereto, free and clear of any and all Liens; (f) no individual or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreement; (g) none of the execution and delivery by the Seller terms of this Agreement will not violate the Seller's articles of incorporation or the completion by-laws or performance of the transactions contemplated hereby constitute a default under or the compliance with the obligations hereunder by the Seller will result in a material breach or acceleration of: (i) the constating documents of the Seller, if applicable; (ii) any material contract, agreement or other instrument to which the Seller is a party or by which may be applicable to the Seller or its assets; (iv) the Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the purchase price under the Mortgage Loan Purchase Agreement by the Depositor, the Depositor will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller’s property ; (viii) there are no actions or assets is bound; proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (iiiA) any judgmentthat might prohibit its entering into this Agreement, decree, order or award of any Governmental Authority with respect (B) seeking to prevent the Seller, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability sale of the Seller to perform its obligations under Mortgage Loans or the consummation of the transactions contemplated by this Agreement or otherwise delay (C) that might prohibit or materially and adversely affect the performance by the Seller in performing of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such obligationsconsents, approvals, authorizations or orders, if any, that have been obtained; and (hx) there the consummation of the transactions contemplated by this Agreement are no legal proceedings in progress or pending before any Governmental Entity, or, to the knowledge ordinary course of business of the Seller, threatenedand the transfer, against assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to the Mortgage Loan Purchase Agreement are not subject to the bulk transfer or the Seller’s affiliates that would adversely affect in any manner the Seller’s ability to enter into this Agreement and to perform its obligations hereunder. The representations and warranties of the Seller set forth in this Article 5 shall, if the Seller is a director and/or officer of the Company, survive the Effective Date and shall continue thereafter in full force and effect for the benefit of the Acquiror without limitation as to time or, if the Seller is not a director and/or officer of the Company, expire and be terminated and extinguished on the earliest to occur of the Effective Time and the termination of this Agreement in accordance with Article 7similar statutory provisions.

Representations and Warranties of the Seller. 5.1 The As a condition of the obligation of the Joint Lead Managers and the Initial Notes Purchaser to subscribe and pay for the Class A Notes, the Seller represents, represents and warrants and, where applicable, covenants to the Acquiror Joint Lead Managers, the Initial Notes Purchaser and each of them, as follows and acknowledges that at the Acquiror is relying upon these representations, warranties and covenants in connection with the entering into date of this Agreement and will repeat such representations and warranties as of the Arrangement AgreementClosing Date, as follows: (a) if 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 Materials misleading in any material respect, and all proper enquiries have been made to ascertain or verify the foregoing; (b) 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) the Preliminary Prospectus and the Prospectus contains all information with respect to the Portfolio, the Seller and the Notes which is a corporate bodymaterial in the context of the issue and offering of the Notes including, without limitation, all information required by English law and the information which, according to the particular nature of it and of the Notes, is necessary to enable investors and their investment advisers to make an informed assessment of the assets and liabilities, financial position, profits and losses, and prospects of it and of the rights attaching to the Notes; (ii) the statements contained in the Preliminary Prospectus and the Prospectus are in every material respect true and accurate and not misleading; (iii) the opinions and intentions expressed in the Preliminary Prospectus and the Prospectus with regard to the Seller are honestly held, have been reached after considering all relevant circumstances and are based on reasonable assumptions; (iv) there are no other facts the omission of which would make any statement in the Preliminary Prospectus and the Prospectus misleading or deceptive in any material respect; and (v) all reasonable enquiries have been made by it to ascertain such facts and to verify the accuracy of all such information and statements in the Preliminary Prospectus and the Prospectus; (c) 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; (d) that the Seller has been duly formed incorporated and is validly existing as a private company under the laws law of its jurisdiction of incorporation incorporation, is duly qualified to do business in England, Wales and has all necessary Scotland and with full rights, power and authority to conduct its business as described in the Preliminary Prospectus and the Prospectus and the Seller is able lawfully to execute and deliver this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement by the Seller and the performance by the Seller of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize under this Agreement and the performance of the Seller’s obligations hereunderTransaction Documents to which it is expressed to be a party; (ce) that this Agreement has been duly authorised, executed and delivered by the Seller andand constitutes, assuming the due authorizationand Transaction Documents to which it is expressed to be a party have been duly authorised by it and when executed and delivered will constitute, execution and delivery by the Acquiror, constitutes a legal, valid and binding obligation, enforceable by the Acquiror against obligations of the Seller enforceable against it in accordance with their terms; (f) that the 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 such representations or warranties are amended, deleted or supplemented after the date hereof) as of the Closing Date as if the same were set out herein in favour of the Joint Lead Managers and Initial Notes Purchaser mutatis mutandis; (g) that neither the Seller, its provisionsaffiliates (as defined in Rule 405 under the Securities Act) nor any persons (other than the Joint Lead Managers, subject as to bankruptcywhom no representation or warranty is made) acting on its or their behalf have engaged or will engage in any directed selling efforts (as defined in Regulation S under the Securities Act) in respect of the Notes; (h) that neither the Seller, insolvency and its affiliates nor any persons (other applicable Laws affecting creditor’s rights generally and than the Joint Lead Managers, as to whom no representation or warranty is made) acting on its or their behalf have engaged or will engage in any form of general principles solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act) in connection with any offer or sale of equitythe Notes in the United States; (i) that the Seller is not involved in any governmental, legal, arbitration, insolvency or administration proceedings nor, so far as the beneficial owner ofSeller is aware after making all due enquiries, are any such proceedings pending or controls threatened against it or directs the voting rights in respect ofany of its assets or properties (including, without limitation, the Subject Securities free and clear filing of any and all Liens; and (ii) documents with the only Shares, Options court or other securities the service of the Company beneficially owned, or over which control or direction is exercised by the Seller are those listed immediately under the Seller’s name on the signature pages heretoa notice of intention to appoint an administrator); (ej) the Seller has the sole right to vote all the Subject Securities and all such Subject Securities shallthat there are no pending actions, immediately prior to the Effective Time, be beneficially owned solely by the Seller with good and marketable title thereto, free and clear of any and all Liens; (f) no individual suits or entity has any agreement proceedings against or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreement; (g) none of the execution and delivery by the Seller of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents of the Seller, if applicable; (ii) any agreement or instrument to which the Seller is a party or by which affecting the Seller or any of the Seller’s property its assets or assets is bound; or (iii) any judgmentrevenues which, decree, order or award of any Governmental Authority with respect if determined adversely to the Seller, except, in the case of (ii) and (iii), such breaches which could not, would individually or in the aggregateaggregate have a material adverse effect on the condition (financial or other), impair prospects, results or operations or general affairs of the Seller, or would adversely affect to a material extent the ability of the Seller to perform its obligations under this Agreement and the Transaction Documents to which it is expressed to be a party or which are otherwise delay material in the context of the issue of the Notes and, to the best of the Seller's knowledge and belief, no such actions, suits or proceedings are threatened or contemplated; (k) 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 Seller in performing relation to the execution and delivery of this Agreement and the Transaction Documents and the creation of the security pursuant to the Deed of Charge have been (or will be by the Closing Date) unconditionally obtained and are (or will be by the Closing Date) in full force and effect; (l) that, on the Closing Date immediately prior to the execution of the Mortgage Sale Agreement, it will be vested with beneficial title to each Loan and that no other interest equivalent to the Related Security has been issued in respect of such obligationsLoans other than those to be transferred to the Issuer pursuant to the Mortgage Sale Agreement and such agreement is effective to transfer to the Issuer all right, title, benefit, estate and interest of the Seller in the Loans and the Related Security such that no creditor of the Seller will in any circumstance have any claim or rights thereto; (m) 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 Seller do not and will not infringe any law or regulation of its jurisdiction of incorporation or, so far as the Seller is aware, any other law or regulation and are not contrary to the provisions of the constitutional documents of the Issuer and will not result in any breach of the terms of, or constitute a default under, any instrument, agreement or order to which the Seller is a party or by which it or its property is bound; (n) that the Seller is an investment professional within the meaning of article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2001; (o) that no Seller Insolvency Event has occurred or will occur in consequence of the Seller entering into this Agreement or the Transaction Documents to which it is expressed to be a party; and (hp) there are no legal proceedings in progress or pending before any Governmental Entity, or, to the knowledge of the Seller, threatened, against the Seller or the Seller’s affiliates that would adversely affect in any manner the Seller’s ability to enter into this Agreement and to perform its obligations hereunder. The representations and warranties of the Seller set forth in this Article 5 shall, if the Seller is and will remain solely resident for tax purposes in the United Kingdom and will not be treated as a director and/or officer resident outside the United Kingdom by virtue of the Company, survive the Effective Date and shall continue thereafter in full force and effect for the benefit application of section 18 of the Acquiror without limitation as to time or, if the Seller is not a director and/or officer of the Company, expire and be terminated and extinguished on the earliest to occur of the Effective Time and the termination of this Agreement in accordance with Article 7Corporation Tax Xxx 0000.

Representations and Warranties of the Seller. 5.1 The Seller represents-------------------------------------------- represents and warrants as follows: (a) The Seller is a corporation duly incorporated, warrants andvalidly existing and in good standing under the laws of Delaware and is duly qualified to do business, and is in good standing, in every jurisdiction where applicablethe nature of its business requires it to be so qualified, covenants unless the failure to so qualify would not have a material adverse effect on (i) the Acquiror as follows interests of the Purchaser hereunder, (ii) the collectibility of the Transferred Receivables, or (iii) the ability of the Seller or the Servicer to perform their respective obligations hereunder. (b) The execution, delivery and acknowledges that performance by the Acquiror is relying upon these representations, warranties and covenants in connection with the entering into Seller of this Agreement and the Arrangement Agreement: (a) if other documents to be delivered by it hereunder, including the Seller is a corporate body, the Seller has been duly formed Seller's sale and is validly existing under the laws contribution of its jurisdiction of incorporation and has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement by the Seller Receivables hereunder and the performance by Seller's use of the Seller proceeds of its obligations hereunder Purchases, (i) are within the Seller's corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) do not contravene (1) the Seller's charter or by- laws, (2) any law, rule or regulation applicable to the Seller, (3) any contractual restriction binding on or affecting the Seller or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting the Seller or its property, and no (iv) do not result in or require the creation of any lien, security interest or other proceedings on charge or encumbrance upon or with respect to any of its part are necessary to authorize this Agreement and properties (except for the performance transfer of the Seller’s obligations hereunder; (c) 's interest in the Transferred Receivables pursuant to this Agreement). This Agreement has been duly executed and delivered by the Seller andSeller. (c) No authorization or approval or other action by, assuming and no notice to or filing with, any governmental authority or regulatory body is required for the due authorizationexecution, execution delivery and delivery performance by the Acquiror, Seller of this Agreement or any other document to be delivered thereunder. (d) This Agreement constitutes a the legal, valid and binding obligation, obligation of the Seller enforceable by the Acquiror against the Seller in accordance with its provisionsterms, subject except to the extent enforceability may be effected or limited by applicable bankruptcy, insolvency and other applicable Laws affecting creditor’s rights generally and general principles of equity; (i) the Seller is the beneficial owner ofinsolvency, or controls or directs the voting rights in respect ofmoratorium, the Subject Securities free and clear of any and all Liens; and (ii) the only Shares, Options reorganization or other securities of the Company beneficially owned, or over which control or direction is exercised similar laws generally affecting creditors' rights and by the Seller are those listed immediately under the Seller’s name on the signature pages hereto;equitable principals. (e) Sales and contributions made pursuant to this Agreement will constitute a valid sale, transfer, and assignment of the Seller has the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior Transferred Receivables to the Effective TimePurchaser, be beneficially owned solely by enforceable against creditors of, and purchasers from, the Seller. The Seller with good and marketable title thereto, free and clear of shall have no remaining property interest in any and all Liens;Transferred Receivable. (f) no individual or entity has any agreement or optionThe consolidated balance sheets of the parent of the Seller and its subsidiaries as at December 31, or any right or privilege (whether by law1996, pre-emptive or contractual) capable and the related statements of becoming an agreement or option, income and retained earnings of the Seller and its subsidiaries for the purchasefiscal year then ended, acquisition or transfer from copies of which have been furnished to the Purchaser, fairly present the financial condition of the Seller of any and its subsidiaries as at such date and the results of the Subject Securities operations of the Seller and its subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied, and since December 31, 1996 there has been no material adverse change in the business, operations, property or any interest therein financial or right thereto, including any right to vote, except other condition of the Acquiror pursuant to this Agreement;Seller. (g) none of the execution and delivery by the Seller of this Agreement There is no pending or the completion threatened action or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents of the Seller, if applicable; (ii) any agreement or instrument to which the Seller is a party or by which proceeding affecting the Seller or any of its subsidiaries before any court, governmental agency or arbitrator which may materially adversely affect the Seller’s property financial condition or assets is bound; operations of the Seller or (iii) any judgment, decree, order of its subsidiaries or award of any Governmental Authority with respect to the Seller, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability of the Seller to perform its obligations under this Agreement Agreement, or otherwise delay which purports to affect the Seller in performing such obligations; andlegality, validity or enforceability of this Agreement. (h) there are No proceeds of any Purchase will be used to acquire any equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934. (i) No transaction contemplated hereby requires compliance with any bulk sales act or similar law. (j) Each Transferred Receivable is an Eligible Receivable, and prior to its sale or contribution hereunder the Seller owns each Purchased Receivable and has a first priority perfected security interest in each Loan Receivable free and clear of any Adverse Claim (other than any Adverse Claim arising solely as the result of any action taken by the Purchaser). When the Purchaser makes a Purchase it shall acquire valid and perfected first priority ownership of each Sold Receivable and the Related Security and Collections with respect thereto free and clear of any Adverse Claim (other than any Adverse Claim arising solely as the result of any action taken by the Purchaser), and no legal proceedings effective financing statement or other instrument similar in progress effect covering any Transferred Receivable, any interest therein, the Related Security or pending before Collections with respect thereto is on file in any Governmental Entity, or, to recording office except such as may be filed in favor of the knowledge of Purchaser or its assigns in accordance with this Agreement. (k) Each Seller Report (if prepared by the Seller, threatenedor to the extent that information contained therein is supplied by the Seller), against information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by the Seller or to the Seller’s affiliates that would adversely affect Purchaser in any manner the Seller’s ability to enter into connection with this Agreement is or will be accurate in all material respects as of its date or (except as otherwise disclosed to the Purchaser at such time) as of the date so furnished, and no such document contains or will contain any untrue statement of a material fact or omits or will omit to perform its obligations hereunder. state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. (l) The representations principal place of business and warranties chief executive office of the Seller and the office where the Seller keeps its records concerning the Transferred Receivables are located at the address or addresses referred to in Section 5.1(b). (m) Each Lock-Box Account (including the identity and address of the entity holding each Lock-Box Account) is identified on Exhibit C hereto, together with the account numbers of the Lock-Box Accounts (as the same may be updated from time to time pursuant to Section 5.1(h)). (n) Except as set forth in this Article 5 shallon Schedule 4.01 (h), if the Seller is a director and/or officer of the Company, survive the Effective Date and shall continue thereafter in full force and effect for the benefit of the Acquiror without limitation as to time or, if the Seller is not a director and/or officer known by and does not use any tradename or doing-business-as name. (o) With respect to any programs used by the Seller in the servicing of the CompanyReceivables, expire no sublicensing agreements are necessary in connection with the designation of a new Servicer pursuant to Section 6.1 (b) so that such new Servicer shall have the benefit of such programs (it being -- ----- understood that, however, the Servicer, if other than the Seller, shall be ---------- ---- required to be bound by a confidentiality agreement reasonably acceptable to the Seller). (p) The transfers of Transferred Receivables by the Seller to the Purchaser pursuant to this Agreement, and all other transactions between the Seller and the Purchaser, have been and will be terminated made in good faith and extinguished on the earliest without intent to occur hinder, delay or defraud creditors of the Effective Time and Seller. (q) If less than all of the termination Receivables of the Seller have been transferred to the Purchaser pursuant to this Agreement Agreement, no selection procedure was utilized by the Seller in accordance with Article 7selecting the Transferred Receivables to be transferred to the Purchaser hereunder which is adverse to the interests of the Purchaser or would reasonably be expected to result in the Transferred Receivables containing a higher percentage of Defaulted Receivables than the percentage of Defaulted Receivables in the Receivables retained by the Seller.

Representations and Warranties of the Seller. 5.1 The Seller represents, hereby represents and warrants and, where applicable, covenants to the Acquiror Purchaser as follows and acknowledges that the Acquiror is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreementfollows: (a) if the Seller is a corporate body, the 3.1 The Seller has been duly formed and is validly existing under the laws of its jurisdiction of incorporation and has all necessary full legal right, power and authority to execute enter into, execute, deliver and deliver perform this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement by the Seller and the performance by the Seller of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement and the performance of the Seller’s obligations hereunder; (c) this Agreement. This Agreement has been duly executed and delivered by and constitutes the Seller and, assuming the due authorization, execution and delivery by the Acquiror, constitutes a legal, valid and binding obligation, obligation of the Seller and is enforceable by the Acquiror against with respect to the Seller in accordance with its provisionsterms, subject to except (a) as enforcement may be limited by bankruptcy, insolvency insolvency, priority or other laws or court decisions relating to or affecting generally the enforcement of creditors' rights or affecting generally the availability of equitable remedies and other (b) to the extent the indemnification provisions contained herein may be limited by applicable Laws affecting creditor’s rights generally and general principles of equity;federal or state securities laws. (i) the 3.2 The Seller is the lawful holder of record and beneficial owner of, or controls or directs the voting rights in respect of, the Subject Securities free and clear of any and all Liens; and (ii) the only Shares, Options or other securities that number of the Company beneficially owned, or over which control or direction is exercised by the Seller are those listed immediately under Shares set forth opposite the Seller’s 's name on the signature pages in Schedule I hereto; (e) the Seller has the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior to the Effective Time, be beneficially owned solely by the Seller with good and marketable title thereto, free and clear of any and all Liens; (f) no individual pledges, security interests, liens or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreement; (g) none of the execution and other encumbrances. The delivery by the Seller of this Agreement certificates or instruments and agreements evidencing the completion Shares, duly endorsed for transfer or performance accompanied by stock transfer powers duly endorsed in blank, to the Purchaser pursuant to Section 1 above, against payment as provided in Section 1 above, will transfer valid title to the Shares to the Purchaser, free and clear of any and all pledges, security interests, liens or other encumbrances. 3.3 The Seller has had the opportunity to ask questions of, and receive answers from, officers of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents of the Seller, if applicable; (ii) any agreement or instrument to which the Seller is a party or by which the Seller or any of the Seller’s property or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority Purchaser with respect to the Seller, except, in the case of (ii) business and (iii), such breaches which could not, individually or in the aggregate, impair the ability financial condition of the Purchaser and the terms and conditions of the sale of the Purchaser Shares and the Warrant and to obtain additional information necessary to verify such information. 3.4 The Seller to perform its obligations under this Agreement is acquiring the Purchaser Shares and the Warrant for the Seller's own account for investment purposes only, not as a nominee or otherwise delay the Seller in performing such obligations; and (h) there are no legal proceedings in progress or pending before any Governmental Entityagent, or, and not with a view to the knowledge resale or distribution of any part thereof. The Seller is an "accredited investor" within the meaning of Rule 501 of Regulation D of the SellerSecurities Act of 1933, threatenedas amended (the "Securities Act"). The Seller further represents that it does not have any contract, against undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Seller Purchaser Shares or the Seller’s affiliates that would adversely affect in any manner the Seller’s ability Warrant. In addition to enter into this Agreement and to perform its obligations hereunder. The representations and warranties restrictions on transfer of the Seller Warrant and the Warrant Shares set forth in this Article 5 shallthe Warrant, if the Seller is understands that until the Purchaser Shares may be sold pursuant to Rule 144 under the Securities Act without any restriction, each certificate or instrument representing the Purchaser Shares shall be imprinted with a director and/or officer legend in substantially the following form (and a stop transfer order may be placed against transfer of the Companycertificates representing the Purchaser Shares): "THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, survive the Effective Date and shall continue thereafter in full force and effect for the benefit of the Acquiror without limitation as to time orAS AMENDED (THE "ACT"), if the Seller is not a director and/or officer of the CompanyOR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, expire and be terminated and extinguished on the earliest to occur of the Effective Time and the termination of this Agreement in accordance with Article 7SOLD OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."

Representations and Warranties of the Seller. 5.1 The Seller represents, hereby represents and warrants and, where applicable, covenants to the Acquiror Purchaser as follows and acknowledges that the Acquiror is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreementfollows: (a) if the Seller is a corporate body, the 3.1 The Seller has been duly formed and is validly existing under the laws of its jurisdiction of incorporation and has all necessary full legal right, power and authority to execute enter into, execute, deliver and deliver perform this Agreement and to perform its obligations hereunder; (b) Agreement. The Seller has taken all corporate action necessary for the execution and delivery of this Agreement by the Seller and the performance by the Seller of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement and the performance of the Seller’s obligations hereunder; (c) this Agreement. This Agreement has been duly executed and delivered by and constitutes the Seller and, assuming the due authorization, execution and delivery by the Acquiror, constitutes a legal, valid and binding obligation, obligation of the Seller and is enforceable by the Acquiror against with respect to the Seller in accordance with its provisionsterms, subject to except (a) as enforcement may be limited by bankruptcy, insolvency insolvency, priority or other laws or court decisions relating to or affecting generally the enforcement of creditors' rights or affecting generally the availability of equitable remedies and other (b) to the extent the indemnification provisions contained herein may be limited by applicable Laws affecting creditor’s rights generally and general principles of equity;federal or state securities laws. (i) the 3.2 The Seller is the lawful holder of record and beneficial owner of, or controls or directs the voting rights in respect of, the Subject Securities free and clear of any and all Liens; and (ii) the only Shares, Options or other securities that number of the Company beneficially owned, or over which control or direction is exercised by the Seller are those listed immediately under Shares set forth opposite the Seller’s 's name on the signature pages in Schedule I hereto; (e) the Seller has the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior to the Effective Time, be beneficially owned solely by the Seller with good and marketable title thereto, free and clear of any and all Liens; (f) no individual pledges, security interests, liens or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreement; (g) none of the execution and other encumbrances. The delivery by the Seller of this Agreement certificates or instruments and agreements evidencing the completion Shares, duly endorsed for transfer or performance accompanied by stock transfer powers duly endorsed in blank, to the Purchaser pursuant to Section 1 above, against payment as provided in Section 1 above, will transfer valid title to the Shares to the Purchaser, free and clear of any and all pledges, security interests, liens or other encumbrances. 3.3 The Seller has had the opportunity to ask questions of, and receive answers from, officers of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents of the Seller, if applicable; (ii) any agreement or instrument to which the Seller is a party or by which the Seller or any of the Seller’s property or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority Purchaser with respect to the Seller, except, in the case of (ii) business and (iii), such breaches which could not, individually or in the aggregate, impair the ability financial condition of the Purchaser and the terms and conditions of the sale of the Purchaser Shares and the Warrant and to obtain additional information necessary to verify such information. 3.4 The Seller to perform its obligations under this Agreement is acquiring the Purchaser Shares and the Warrant for the Seller's own account for investment purposes only, not as a nominee or otherwise delay the Seller in performing such obligations; and (h) there are no legal proceedings in progress or pending before any Governmental Entityagent, or, and not with a view to the knowledge resale or distribution of any part thereof. The Seller is an "accredited investor" within the meaning of Rule 501 of Regulation D of the SellerSecurities Act of 1933, threatenedas amended (the "Securities Act"). The Seller further represents that it does not have any contract, against undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Seller Purchaser Shares or the Seller’s affiliates that would adversely affect in any manner the Seller’s ability Warrant. In addition to enter into this Agreement and to perform its obligations hereunder. The representations and warranties restrictions on transfer of the Seller Warrant and the Warrant Shares set forth in this Article 5 shallthe Warrant, if the Seller is understands that until the Purchaser Shares may be sold pursuant to Rule 144 under the Securities Act without any restriction, each certificate or instrument representing the Purchaser Shares shall be imprinted with a director and/or officer legend in substantially the following form (and a stop transfer order may be placed against transfer of the Companycertificates representing the Purchaser Shares): "THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, survive the Effective Date and shall continue thereafter in full force and effect for the benefit of the Acquiror without limitation as to time orAS AMENDED (THE "ACT"), if the Seller is not a director and/or officer of the CompanyOR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, expire and be terminated and extinguished on the earliest to occur of the Effective Time and the termination of this Agreement in accordance with Article 7SOLD OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."

Representations and Warranties of the Seller. 5.1 The Seller representsrepresents and warrants as follows: (a) The Seller is a corporation duly incorporated, warrants andvalidly existing and in good standing under the laws of the State of New Jersey, and is duly qualified to do business, and is in good standing, in every jurisdiction where applicablethe nature of its business requires it to be so qualified except where the failure to be so qualified would not have a material adverse effect on the collectibility of the Transferred Receivables or on the Seller. (b) The execution, covenants to delivery and performance by the Acquiror as follows and acknowledges that the Acquiror is relying upon these representations, warranties and covenants in connection with the entering into Seller of this Agreement and the Arrangement Agreement: (a) if other documents to be delivered by it hereunder, including the Seller is a corporate body, the Seller has been duly formed and is validly existing under the laws Seller's sale of its jurisdiction of incorporation and has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement by the Seller Receivables hereunder and the performance by Seller's use of the Seller proceeds of its obligations hereunder Purchases, (i) are within the Seller's corporate powers, (ii) have been duly authorized and no other proceedings by all necessary corporate action on its the part are necessary to authorize this Agreement and the performance of the Seller’s obligations hereunder; , (ciii) do not contravene (A) the Seller's charter or by-laws, (B) any law, rule or regulation applicable to the Seller, (C) any contractual restriction binding on or affecting the Seller or its property or (D) any order, writ, judgment, award, injunction or decree binding on or affecting the Seller or its property and (iv) do not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties (except for the transfer of the Seller's interest in the Transferred Receivables pursuant to this Agreement). This Agreement has been duly executed and delivered by the Seller andSeller. (c) No authorization or approval or other action by, assuming and no notice to or filing with, any governmental authority or regulatory body is required for the due authorizationexecution, execution delivery and delivery performance by the Acquiror, Seller of this Agreement or any other document to be delivered thereunder. (d) This Agreement constitutes a the legal, valid and binding obligationobligation of the Seller, enforceable by the Acquiror against the Seller in accordance with its provisions, terms subject to bankruptcy, insolvency and or other applicable Laws similar laws affecting creditor’s creditors' rights generally and to general principles of equity; equity (i) the Seller is the beneficial owner of, whether considered in a proceeding in equity or controls or directs the voting rights in respect of, the Subject Securities free and clear of any and all Liens; and (ii) the only Shares, Options or other securities of the Company beneficially owned, or over which control or direction is exercised by the Seller are those listed immediately under the Seller’s name on the signature pages hereto;at law). (e) the Seller has the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior to the Effective Time, be beneficially owned solely by the Seller with good and marketable title thereto, free and clear of any and all Liens; (f) no individual or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror Each sale made pursuant to this Agreement; (g) none Agreement will constitute a valid sale, transfer and assignment of the execution Transferred Receivables to Purchaser, enforceable against creditors of, and delivery by the Seller of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents of purchasers from, the Seller, if applicable; (ii) any agreement or instrument to which the . The Seller is a party or by which the Seller or any of the Seller’s shall have no remaining property or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority with respect to the Seller, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability of the Seller to perform its obligations under this Agreement or otherwise delay the Seller in performing such obligations; and (h) there are no legal proceedings in progress or pending before any Governmental Entity, or, to the knowledge of the Seller, threatened, against the Seller or the Seller’s affiliates that would adversely affect interest in any manner the Seller’s ability to enter into this Agreement and to perform its obligations hereunder. The representations and warranties of the Seller set forth in this Article 5 shall, if the Seller is a director and/or officer of the Company, survive the Effective Date and shall continue thereafter in full force and effect for the benefit of the Acquiror without limitation as to time or, if the Seller is not a director and/or officer of the Company, expire and be terminated and extinguished on the earliest to occur of the Effective Time and the termination of this Agreement in accordance with Article 7Transferred Receivable.

Representations and Warranties of the Seller. 5.1 Seller represents and warrants to Purchaser as follows: 2.01 The Seller representsand its 80%-owned subsidiary, warrants andEvent Marketing Systems International, where applicableInc. ("Subsidiary") are duly organized, covenants to the Acquiror as follows validly existing, and acknowledges that the Acquiror is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement: (a) if the Seller is a corporate body, the Seller has been duly formed and is validly existing good standing under the laws of its jurisdiction their state of incorporation and has all necessary power and authority are duly qualified to execute and deliver this Agreement and to perform its obligations hereunder;do business in such state. (b) the 2.02 The execution and delivery of this Agreement by the Seller and the performance by the Seller of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement and the performance of the Seller’s obligations hereunder; (c) this Agreement has transactions contemplated herein including the creation, issuance, and sale of the Preferred Shares, have been duly executed and delivered approved by all necessary action on the part of the Seller andand do not and will not violate any provision of law, assuming any order of any court to the due authorization, execution best of Seller's and delivery by the Acquiror, constitutes a legal, valid its shareholders' and binding obligation, enforceable by the Acquiror against the Seller in accordance with its provisions, subject to bankruptcy, insolvency and directors' knowledge or other applicable Laws affecting creditor’s rights generally and general principles agency of equity; (i) the Seller is the beneficial owner of, or controls or directs the voting rights in respect ofgovernment, the Subject Securities free and clear of any and all Liens; and (ii) the only Shares, Options or other securities of the Company beneficially owned, or over which control or direction is exercised by the Seller are those listed immediately under the Seller’s name on the signature pages hereto; (e) the Seller has the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior to the Effective Time, be beneficially owned solely by the Seller with good and marketable title thereto, free and clear of any and all Liens; (f) no individual or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreement; (g) none of the execution and delivery by the Seller of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating governing documents of the Seller, if applicable; (ii) or any provisions of any indenture, agreement or other instrument to which the Seller is a party or by which the Seller or any of its properties is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture agreement or instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Seller’s property or assets is bound; or (iii) any judgment. This Agreement has been duly authorized, decreeexecuted, order or award of any Governmental Authority with respect to the Seller, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability of delivered by the Seller to perform its and constitutes the legal, valid, and binding obligations under this Agreement or otherwise delay the Seller in performing such obligations; and (h) there are no legal proceedings in progress or pending before any Governmental Entity, or, to the knowledge of the Seller, threatenedenforceable in accord with its terms. 2.03 The Preferred Shares have been duly and validly created, authorized, and allotted for issuance to Purchaser and when issued shall be validly, issued and outstanding, fully paid and non-assessable, and free and clear of all liens, charges, encumbrances, and adverse claims. 2.04 The Preferred Shares to be issued to Purchaser by Seller have the following terms: The Preferred Shares shall pay quarterly non-cumulative dividends at the rate of 7% per annum; - Each Preferred Share shall be entitled to one vote on a combined basis with the Common Shares on all matters properly submitted to the shareholders for their vote; - The Preferred Shares shall not be redeemable; and - Each Preferred Share shall be convertible into one Common Share of Seller at any time in accord with Section 2.16 within three years of the Closing Date. When and if Purchaser converts any of its Preferred Shares to Common Shares, all of Purchaser's Preferred Shares shall be converted at that time to Common Shares. 2.05 The Common Shares issuable to Purchaser upon conversion of the Preferred Shares shall be validly issued and outstanding, fully paid and non- assessable, and free and clear of all liens, charges, encumbrances, and adverse claims. 2.06 There is no consent, approval, authorization, order or agreement of any governmental agency or body or any court or any other person, including without limiting the generality of the foregoing, any securities commission, stock exchange or similar authority not obtained and not in effect which may be required for the valid issuance and delivery of the Preferred Shares to the Purchaser. 2.07 The Seller has furnished to Purchaser audited consolidated financial statements of the Seller for the fiscal year ended June 30, 1995 and unaudited financial statements of the Seller for the quarters ending September 30, 1995, December 31, 1995, and March 31, 1996. Each of said financial statements has been prepared in accord with GAAP accounting principles consistently applied and fairly presents Seller's financial position as of its respective date. Since March 31, 1996, there have been no material adverse changes in the business, condition, or prospects, financial or otherwise, of Seller. 2.08 There is no action, suit, investigation, or proceeding pending or to the Seller's knowledge, threatened against the Seller or Subsidiary which, if adversely determined, would have a material adverse effect on the Seller’s affiliates that would adversely affect in any manner the Seller’s ability to enter into this Agreement and to perform its obligations hereunder. The representations and warranties financial condition or business of the Seller or its subsidiary. 2.09 The Seller and Subsidiary have good title to all of their properties and assets, free and clear of all liens except as set forth in this Article 5 shallthe financial statements specified in Section 2.07 above. 2.10 The Seller and Subsidiary have filed all federal, state, and other tax returns required to be filed and have paid all taxes due. 2.11 Each pension plan maintained by the Seller, now or in the past, is fully funded and no accumulated funding deficiency exists. Each such pension plan is in material compliance with ERISA. 2.12 The Seller and Subsidiary are not in default on any loan and no condition exists which currently, or upon notice or the passage of time, would permit a lender to accelerate the maturity of any debt except as disclosed in the Form 10-KSB as of June 30, 1995 and the Form 10-QSB as of March 31, 1996 filed by Seller with the SEC. 2.13 The Seller and Subsidiary are not in violation of any applicable law, rule, or regulation or in default under any indenture, lease, instrument, or other agreement to which the Seller or Subsidiary is a party. 2.14 The Seller and Subsidiary have full corporate power and legal right to carry on their businesses. All material approvals, permits, licenses, authorizations, consents and permits, if the Seller is a director and/or officer of the Companyany, survive the Effective Date required, by federal, state, or local law, rule or ordinance have been obtained and shall continue thereafter are valid and in full force and effect effect. 2.15 The authorized capital stock of Seller as of the date hereof consists of 100,000,000 Common Shares of which 5,142,687 are validly issued and outstanding, and 100,000,000 Preferred Shares, of which 4,000,000 will be validly issued and outstanding when issued to Purchaser on Closing Date. 2.16 The Certificate of Designations of Rights and Preferences of the Preferred Stock shall provide, inter alia, that the Preferred Stock shall be convertible into Common Stock at any time on or after the period of time commencing the earlier of (i) one year from the date of issue or (ii) the effective date of a Registration Statement registering for sale under the Securities Act of 1933, as amended (the "Securities Act"), the shares of the Seller's Common Stock, no par value ("Conversion Stock"), issuable upon such conversion. The holder of the Preferred Stock shall also be granted a one-time demand registration right to have registered under the Securities Act the Conversion Stock on a Registration Statement on Form S-3 (the "Registration Statement"), pursuant to which the Seller shall agree to cause to be filed with the Securities and Exchange Commission a Registration Statement within ninety (90) days following the date of such demand and to keep such Registration Statement effective for a period of not less than sixty (60) days. All costs of preparing, filing and maintaining the effectiveness of the Registration Statement shall be borne by the Seller. 2.17 Except as disclosed on Schedule 2.17 attached hereto, there are no other agreements relative to registration rights of Seller's stock. 2.18 Except as disclosed on Schedule 2.18 attached hereto, there are no agreements with any shareholder(s) of Seller relative to election of Directors to Seller's Board of Directors. 2.19 Seller owns all licenses, patents, trade secrets, copyrights, trademarks, service marks, trade secrets, trade names and other intellectual property (collectively "Intellectual property") necessary to carry on its business as presently conducted and as presently proposed to be conducted. Set forth in Schedule 2.19 attached hereto is a true and complete list of: a. all Intellectual Property for which registrations have been issued or applications filed therefor, by the Seller or any Subsidiary; and b. all material licenses related to Intellectual Property to which Seller or any Subsidiary is a party (including, as to each such license, the name of the licensor or licensee, as applicable, a description of the subject matter of the license, basic royalty rate, termination date, renewal option, and whether any advance royalty payments are required.) Seller or a Subsidiary owns all of the Intellectual Property registrations and applications therefor listed in the Disclosure Schedule, free and clear of all liens, encumbrances or rights to any other person, corporation or other entity, and the Seller or a Subsidiary has the unqualified right to bring actions for the benefit of the Acquiror without limitation as to time orinfringement thereof. All Intellectual Property applications and registrations are duly authorized, if issued, valid, and have not been canceled, and the Seller is not a director and/or officer aware of any facts which would invalidate or render any of them unenforceable. No person has asserted any royalty claim or other claim whatsoever, including but not limited to claims of ownership, direct or indirect, in respect of any Intellectual Property owned by, used by, or useful to the CompanySeller or any Subsidiary in respect of which or by reason of which the Seller or any Subsidiary is, expire and or may become, indebted in any respect whatsoever to any such person, his heirs or assigns. Neither the Seller nor any Subsidiary is, nor have any of them received, any notice alleging that the Seller or any Subsidiary is, infringing upon, likely to infringe upon, or otherwise acting adversely to any known right or claimed right of any person under or with respect to any Intellectual Property. 2.20 Seller agrees that no proceeds, with the exception of $200,000, from the sale of Preferred Shares to Purchaser shall be terminated and extinguished on the earliest to occur of the Effective Time and the termination of this Agreement used in any manner by Seller, until Seller's budget has been approved in accordance with Article 7Section 5.07.

Representations and Warranties of the Seller. 5.1 The (a) Seller representshereby makes the representations and warranties to Buyer which are set forth below, warrants andas of the Effective Date and as of the Closing Date: (1) To Seller's knowledge, where applicable, covenants the Existing Loan is in full force and effect with no uncured Events of Default. Seller has received no notice from the Existing Lender with respect to a default under the Existing Loan that Seller has not cured prior to the Acquiror as follows date hereof. (2) The Existing Loan Documents that have been delivered to Buyer are true, complete, and acknowledges that accurate in all material respects. (3) Owings Seller is a limited partnership duly organized, validly existing, and in good standing under the Acquiror laws of the State of Maryland and Prescott Seller is relying upon these representationsa limited partnership duly organized, warranties validly existing, and covenants in connection good standing under the laws of the State of Maryland. (4) Each Seller has full power and authority to enter into, and to perform fully and comply with the entering into terms of this Agreement and the Arrangement Agreement: (a) if the Seller is a corporate bodyto own, the Seller has been duly formed lease and is validly existing under the laws of operate its jurisdiction of incorporation and has all necessary power and authority to execute and deliver this Agreement respective Property and to perform carry on its obligations hereunderbusiness as it is now being conducted. No consents, approvals, or other authorizations are required by other entities, trusts, organizations or other individuals in order to validly effectuate the transactions contemplated in this Agreement, except the consent of the Existing Lender and such necessary consents as will be entered into by the partners of Seller at the Closing; (b5) The Rent Roll for each Property is in all material ways true, complete and accurate as of the execution date set forth therein. The Rent Roll includes each tenant's name, a description of the dwelling unit leased by such tenant, the amount of rent due monthly from such tenant, the amount of the security deposit, if any, paid by such tenant (collectively, the "Security Deposits"), and delivery the expiration date of the term of such Lease. (6) To Seller's knowledge with respect to the Property owned by such Seller and except for lead paint, if any, asbestos, if any and except for Hazardous Materials customarily used in the operation and management of residential rental communities which are in quantities not violative of applicable laws, or as otherwise identified in that that certain Phase One Environmental Report dated April 6, 2000 and prepared by Building Diagnostics, Ltd. with respect to the Xxxxxx Xxxxx Property and that certain Phase One Environmental Report dated June 15, 2000 and prepared by Building Diagnostics, Ltd. with respect to the Prescott Square Property, and any written updates thereto prepared for the benefit of Seller and delivered to Buyer (the "Phase One") there are no Hazardous Materials on, in or under the Property. (7) Except as disclosed to Buyer in writing on Schedule 9(a)(7) attached hereto and made a part hereto, Seller has not received any written notice of any pending action or proceeding against Seller, or the Property, by or before any court or governmental department, commission, board, agency or instrumentality. (8) Subject to the consent of the Existing Lender, this Agreement by the Seller and the performance by the Seller of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement and the performance of the Seller’s obligations hereunder; (c) this Agreement has been duly executed and delivered by the Seller and, assuming the due authorization, execution and delivery by the Acquiror, constitutes a legal, is valid and binding obligation, enforceable by the Acquiror against the Seller in accordance with its provisionsterms, and each instrument to be executed by Seller pursuant to this Agreement, or in connection herewith, will, when executed and delivered, be valid and enforceable against Seller in accordance with its terms, except as such enforcement may be limited by bankruptcy and other laws affecting creditors' rights generally, and subject to bankruptcythe consent of Existing Lender. (9) To Seller's knowledge and except as set forth on tax bills for the Property, insolvency and there are no special or other applicable Laws assessments for public improvements or otherwise now affecting creditor’s rights generally and general principles the Property, nor is Seller on notice of equity; (i) any pending or threatened special assessments affecting the Property, or (ii) any contemplated improvements affecting the Property that may result in a special assessment against the Property. (10) No written notice has been received by Seller from any insurer, or from Existing Lender, with respect to any defect which materially and adversely affects the Property, or the use or operation thereof, which remains uncured or uncorrected. (11) To the best of Seller's knowledge and to the extent available, Seller has delivered to Buyer copies of all required certificates of occupancy for the Property and for separately demised spaces at the Property, and all other licenses, permits, authorizations and approvals (collectively, "Licenses and Permits") necessary for the ownership, occupancy and operation of the Property; that such Licenses and Permits have been validly issued and are in good standing and shall remain so at Closing, and all charges and fees for such Licenses and Permits have been paid in full. (12) Seller has no knowledge of any Federal, state, county or municipal plan to change the highway or road system in the vicinity of the Property, or to restrict or change access from any such highway or road to the Property, or of any pending or threatened condemnation or eminent domain proceedings relating to or affecting the Property. (13) Seller has not (i) made a general assignment for the benefit of its creditors; (ii) admitted in writing its inability to pay their debts as they mature; (iii) had an attachment, execution or other judicial seizure of any property interest which remains in effect; or (iv) become generally unable to meet their financial obligations as they mature. (14) To Seller's knowledge, no other person or entity, including without limitation any tenants of the Property, have any right of first refusal, option or other right to acquire the Property or any portion thereof. (b) Buyer acknowledges that, other than as specifically set forth below in this Section 9, (i) Buyer has entered into this Agreement with the intention of making and relying upon its own investigation of the physical, environmental, economic and legal condition of the Property and waives any rights with respect to any representations or disclosures that Seller is the beneficial owner ofnot making in this Agreement, or controls or directs the voting rights in respect of, the Subject Securities free and clear of any and all Liens; and (ii) the only SharesSeller is not making, Options has not at any time made and shall have no obligation to make any representation or other securities of the Company beneficially owned, or over which control or direction is exercised by the Seller are those listed immediately under the Seller’s name on the signature pages hereto; (e) the Seller has the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior to the Effective Time, be beneficially owned solely by the Seller with good and marketable title thereto, free and clear warranty of any and all Liens; (f) no individual kind or entity has any agreement nature, either oral or optionwritten, directly or any right indirectly, expressed, implied, statutory or privilege (whether by lawotherwise, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreement; (g) none of the execution and delivery by the Seller of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents of the Seller, if applicable; (ii) any agreement or instrument to which the Seller is a party or by which the Seller or any of the Seller’s property or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority with respect to the SellerProperty, exceptincluding, without limitation, representations or warranties as to habitability, merchantability, fitness for a particular purpose, title, zoning, tax consequences, latent or patent physical or environmental condition, health or safety matters, utilities, operating history or projections, valuation, projections, the applicability of any laws, rules or regulations or compliance therewith. (c) Based upon Buyer's familiarity with the Property, Buyer's due diligence relating to the Property and Buyer's experience and knowledge as to the market in which the Property is situated and as to investment in and operation of real estate in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability nature of the Seller to perform Property and commercial real estate in general, Buyer shall purchase the Property on the Closing Date in its obligations under this Agreement "AS IS, WHERE IS AND WITH ALL FAULTS" condition, without any representation or otherwise delay the Seller in performing such obligations; and (h) there are no legal proceedings in progress or pending before any Governmental Entitywarranty whatsoever, oras aforesaid, to the knowledge of the Seller, threatened, against the Seller or the Seller’s affiliates that would adversely affect in any manner the Seller’s ability to enter into this Agreement and to perform its obligations hereunder. The representations and warranties of the Seller except as set forth in this Article 5 shallSection 9, if and Buyer fully assumes the Seller is a director and/or officer of the Companyrisk that adverse latent or patent physical, survive the Effective Date and shall continue thereafter in full force and effect for the benefit of the Acquiror without limitation as to time orstructural, if the Seller is environmental, economic or legal conditions may not a director and/or officer of the Company, expire and be terminated and extinguished on the earliest to occur of the Effective Time and the termination of this Agreement in accordance with Article 7.have been revealed by Buyer's investigations

Representations and Warranties of the Seller. 5.1 The Seller represents, represents and warrants and, where applicable, covenants to the Acquiror as follows and acknowledges that the Acquiror is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreementfollows: (a) if the Seller is a corporate bodyCalifornia corporation duly incorporated, the Seller has been duly formed and is validly existing and in good standing under the laws of its the State of California and is duly qualified to do business and is in good standing in every jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualification would materially adversely affect the interests of incorporation the Purchaser hereunder or in the Purchased Receivables and has all necessary power and authority to execute and deliver this Agreement and Related Assets or the ability of the Seller to perform its obligations hereunder; (b) the execution execution, delivery and delivery of this Agreement by the Seller and the performance by the Seller of its obligations hereunder this Agreement and all other instruments and documents to be delivered by it hereunder, and the transactions contemplated hereby and thereby are within the Seller's corporate powers, and have been duly authorized and no other proceedings on its part are by all necessary to authorize this Agreement and corporate action (including any necessary shareholder action) which authorization is reflected in the performance official records of the Seller’s obligations hereunder; (c) this Agreement has been duly executed no authorization or approval or other action by, and delivered no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Seller and, assuming of this Agreement or any other document or instrument to be delivered hereunder; (d) this Agreement constitutes the due authorization, execution and delivery by the Acquiror, constitutes a legal, valid and binding obligation, obligation of the Seller enforceable by the Acquiror against the Seller in accordance with its provisions, subject to bankruptcy, insolvency and other applicable Laws affecting creditor’s rights generally and general principles of equity; (i) the Seller is the beneficial owner of, or controls or directs the voting rights in respect of, the Subject Securities free and clear of any and all Liens; and (ii) the only Shares, Options or other securities of the Company beneficially owned, or over which control or direction is exercised by the Seller are those listed immediately under the Seller’s name on the signature pages heretoterms; (e) the Seller has the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior to the Effective Time, be beneficially owned solely except as disclosed by the Seller with good and marketable title theretoin writing to the Purchaser, free and clear of any and all Liens; (f) there are no individual actions, suits or entity has any agreement or optionproceedings pending, or any right or privilege (whether by law, pre-emptive or contractual) capable to the knowledge of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of any of the Subject Securities threatened, against or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreement; (g) none of the execution and delivery by the Seller of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents of the Seller, if applicable; (ii) any agreement or instrument to which the Seller is a party or by which affecting the Seller or any of its subsidiaries, or the Seller’s property of the Seller or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority with respect to the Seller, exceptof its subsidiaries, in the case any court, or before any arbitrator of (ii) and (iii)any kind, such breaches which could notor before or by any governmental body, individually or in the aggregatewhich, impair if adversely determined, would materially adversely affect the ability of the Seller to perform its obligations under this Agreement or otherwise delay Agreement; the Seller is not in performing default with respect to any order of any court, arbitrator or governmental body except for defaults with respect to orders of governmental agencies which do not materially adversely affect the ability of the Seller to perform its obligations under this Agreement; (f) The execution, delivery and performance by the Seller of each Purchase Document and the carrying out of the transactions contemplated thereby does not and will not (i) violate any provision of law applicable to it, its articles or articles of incorporation or bylaws or any order, judgment or decree of any court or other agency of government binding on it, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any of its contractual obligations, (iii) result in or require the creation or imposition of any Adverse Claim of any nature whatsoever upon any of its properties or assets or (iv) require any approval of shareholders or any approval or consent of any Person under any of its contractual obligations other than approvals or consents which have been obtained. (g) each Receivable offered for sale to the Purchaser hereunder constitutes an Eligible Receivable on the Closing Date applicable thereto, is owned by the Seller free and clear of any Adverse Claim, and upon payment of the purchase thereof by the Purchaser, the Purchaser shall acquire a valid ownership interest in such obligationsReceivable and Related Assets free and clear of any Adverse Claim; (h) no information furnished by the Seller to the Purchaser with respect to any Purchased Receivable is inaccurate in any material respect as of the date furnished to the Purchaser; (i) on each Closing Date, the representations and warranties set forth in the Warehousing Agreement, the "Loan Documents" (as defined therein) and the Subordinated Loan Agreement are all true and correct as if made on such Closing Date; (j) the Purchased Receivables and contracts included in the Related Assets are legal, valid and binding obligations of the applicable Obligor, enforceable in accordance with their terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors' rights generally, or by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (k) the terms of the Purchased Receivables have not been waived, modified, altered, satisfied, impaired, cancelled, subordinated or rescinded; no instrument of subordination, waiver, alteration or modification has been executed, and the related Obligor has not been released, in whole or in part, except in connection with a written assumption agreement approved in writing by and delivered to the Purchaser; (l) the representations and warranties made by the Seller and the related Obligor in each contract included in the Related Assets are true and correct in all material respects; (m) no event has occurred that would, with the passage of time or with notice and the expiration of any grace or cure period, constitute a default, breach, violation or event of acceleration under any obligation of the Seller to the Obligor on any Purchased Receivable; (n) the Seller is in possession of a complete set of the agreements contained in the Related Assets, except for such documents that have been delivered to the Purchaser; (o) each Purchased Receivable is either a Mortgage Loan or a valid, enforceable right to retain payments on the related Mortgage Loan(s) or proceeds of the foreclosure of the related Mortgages, senior to the right of any other Person, and no condition exists as to any Receivable that will impair or materially delay payment thereof; (p) as to each Purchased Receivable that is a Mortgage Loan, the representations and warranties set forth on Exhibit B hereto are true and correct; and (hq) there are no legal proceedings in progress or pending before consent of any Governmental Entity, or, Person is required for the assignment of the Purchased Receivables to the knowledge of the Seller, threatened, against the Seller or the Seller’s affiliates that would adversely affect in any manner the Seller’s ability to enter into this Agreement and to perform its obligations hereunder. The representations and warranties of the Seller set forth in this Article 5 shall, if the Seller is a director and/or officer of the Company, survive the Effective Date and shall continue thereafter in full force and effect for the benefit of the Acquiror without limitation as to time or, if the Seller is not a director and/or officer of the Company, expire and be terminated and extinguished on the earliest to occur of the Effective Time and the termination of this Agreement in accordance with Article 7Purchaser.

Representations and Warranties of the Seller. 5.1 The Seller hereby represents, warrants and, where applicable, and covenants with and to the Acquiror as follows and acknowledges that Issuer, the Acquiror is relying upon these representationsDepositor, warranties and covenants in connection with the entering into of this Agreement Indenture Trustee, the Servicer and the Arrangement AgreementSecurityholders as of the Closing Date: (a) if the The Seller is a corporate bodynational banking association duly organized, the Seller has been duly formed validly existing, and is validly existing in good standing under the laws of its the jurisdiction of incorporation its creation and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each Mortgaged Property State if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller and perform its obligations as Seller hereunder except where the failure to be so licensed, qualified or in good standing, either singularly or in the aggregate, would not have a material adverse effect on its business or its ability to perform its obligations hereunder; the Seller has the power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action of the Seller; this Agreement evidences the valid, binding and enforceable obligation of the Seller; and all requisite action has been taken by the Seller to make this Agreement valid, binding and enforceable upon the Seller in accordance with its obligations hereunder;terms, subject 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. (b) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which the Seller makes no such representation or warranty) that are necessary in connection with the purchase and sale of the Securities and the execution and delivery by the Seller of this Agreement and the other related documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and such other documents on the part of the Seller and the performance by the Seller of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize as Seller under this Agreement and the performance of the Seller’s obligations hereunder;such other documents to which it is a party. (c) The consummation of the transactions contemplated by this Agreement has been duly executed and delivered by the Seller and, assuming the due authorization, execution and delivery by the Acquiror, constitutes a legal, valid and binding obligation, enforceable by the Acquiror against the Seller will not result in accordance with its provisions, subject to bankruptcy, insolvency and other applicable Laws affecting creditor’s rights generally and general principles of equity; (i) the Seller is the beneficial owner of, or controls or directs the voting rights in respect of, the Subject Securities free and clear breach of any and all Liens; and terms or provisions of the Articles of Association or Bylaws of the Seller, (ii) the only Sharesbreach of any term or provision of, Options or conflict with or constitute a default under or result in the acceleration of any obligation under, any material agreement, indenture or loan or credit agreement or other securities of material instrument to which the Company beneficially ownedSeller, or over its property is subject, or (iii) the violation of any law, rule, regulation, order, judgment or decree to which control the Seller or direction its respective property is exercised subject. (d) Neither the Prospectus Supplement nor any statement, report or other document prepared by the Seller are those listed immediately under and furnished or to be furnished in connection with the Seller’s name on transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state a material fact necessary to make the signature pages hereto;statements contained herein or therein not misleading. (e) There is no action, suit, proceeding or investigation pending or, to the best of the Seller's knowledge, threatened against the Seller has which, either in any one instance or in the sole right to vote all aggregate, may result in any material adverse change in the Subject Securities and all such Subject Securities shallbusiness, immediately prior to the Effective Timeoperations, be beneficially owned solely by financial condition, properties or assets of the Seller with good and marketable title thereto, free and clear in any material impairment of any and all Liens; (f) no individual the right or entity has any agreement or optionability of the Seller to carry on its business substantially as now conducted, or in any right or privilege (whether by law, pre-emptive or contractual) capable material liability on the part of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of any of which would draw into question the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreement; (g) none of the execution and delivery by the Seller validity of this Agreement or the completion Home Loans or performance of the transactions contemplated hereby any action taken or the compliance to be taken in connection with the obligations hereunder by of the Seller will result in a breach of: (i) the constating documents of the Sellercontemplated herein, if applicable; (ii) any agreement or instrument which would be likely to which the Seller is a party or by which the Seller or any of the Seller’s property or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority with respect to the Seller, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair materially the ability of the Seller to perform under the terms of this Agreement. (f) The Seller is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or otherwise) or operations of the Seller or its obligations under properties or might have consequences that would materially and adversely affect its performance hereunder. (g) The Seller shall not solicit any refinancing of any of the Home Loans; provided, that this covenant shall not prevent or restrict either (1) the Seller from making general solicitations, by mail, advertisement or otherwise of the general public or persons on a targeted list, so long as the list was not generated from the Home Loan Schedule or (2) any refinancing in connection with an Obligor's unsolicited request for refinancing. (h) The transactions contemplated by this Agreement are in the ordinary course of business of Seller; (i) The Seller is not insolvent, nor will it be made insolvent by the transfer of the Home Loans, nor is it aware of any pending insolvency; and it did not sell the Home Loans to the Trust with any intent to hinder, delay or otherwise delay defraud any of its creditors; (j) The Seller's place of business and chief executive office is in West Virginia; (k) The Seller has not caused, permitted, or suffered any financing statement other than the Seller financing statement naming it as debtor with respect to the Home Loans to be filed in performing the Office of the Secretary of State of West Virginia before the filing of such obligationsfinancing statement; and (hl) there are no legal proceedings in progress or pending before any Governmental Entity, or, to the knowledge None of the Seller, threatenedthe Depositor, against nor the Seller or Trust is the Seller’s affiliates that would adversely affect in any manner the Seller’s ability to enter into this Agreement and to perform its obligations hereunder. The representations and warranties of the Seller set forth in this Article 5 shall, if the Seller is a director and/or officer of the Company, survive the Effective Date and shall continue thereafter in full force and effect Custodian for the benefit of the Acquiror without limitation as to time or, if the Seller is not a director and/or officer of the Company, expire and be terminated and extinguished on the earliest to occur of the Effective Time and the termination of this Agreement in accordance with Article 7Indenture Trustee.

Representations and Warranties of the Seller. 5.1 The Seller represents, hereby represents and warrants and, where applicable, covenants to the Acquiror Purchaser as follows and acknowledges that the Acquiror is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement: (a) if the Seller is a corporate body, the Seller has been duly formed and is validly existing under the laws of its jurisdiction of incorporation and has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement by the Seller and the performance by the Seller of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement and the performance of the Seller’s obligations hereunder; (c) this Agreement has been duly executed and delivered by the Seller and, assuming the due authorization, execution and delivery by the Acquiror, constitutes a legal, valid and binding obligation, enforceable by the Acquiror against the Seller in accordance with its provisions, subject to bankruptcy, insolvency and other applicable Laws affecting creditor’s rights generally and general principles of equity;follows: - (i) The Seller has absolute, clear and marketable title with respect to the Seller is said Land; the beneficial owner ofrequisite rights to carry out development upon the said Land and absolute, or controls or directs actual, physical and legal possession of the voting rights in respect of, said Land for the Subject Securities free and clear of any and all Liens; and Project; (ii) The Seller has lawful rights and requisite approvals from the only Shares, Options or other securities competent authorities to carry out development of the Company beneficially owned, or over which control or direction is exercised by the Seller are those listed immediately under the Seller’s name on the signature pages heretoProject; (eiii) There are no encumbrances upon the Seller has said Land or the sole right to vote all Project: [in case there are any encumbrances on the Subject Securities land provide details of such encumbrances including any rights, title, interest and all name of party in or over such Subject Securities shall, immediately prior to the Effective Time, be beneficially owned solely by the Seller with good and marketable title thereto, free and clear of any and all Liensland]; (fiv) There are no individual litigations pending before any Court of Law or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreement; (g) none of the execution and delivery by the Seller of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents of the Seller, if applicable; (ii) any agreement or instrument to which the Seller is a party or by which the Seller or any of the Seller’s property or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority with respect to the Sellersaid land, exceptProject or the [Apartment/Plot]; (v) All approvals, in licenses and permits issued by the case competent authorities with respect to the project, said land and [Apartment/Plot] are valid and subsisting and have been obtained by following due process of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability of law. Further the Seller has been and shall, at all times, remain to perform its obligations under this Agreement or otherwise delay be in compliance with all applicable laws in relation to the Seller in performing such obligations; andProject, said Land, Building and [Apartment/ Plot] and common areas; (hvi) there are no legal proceedings in progress or pending before any Governmental Entity, or, to The Seller has the knowledge of the Seller, threatened, against the Seller or the Seller’s affiliates that would adversely affect in any manner the Seller’s ability right to enter into this Agreement and has not committed or omitted to perform its obligations hereunder. The representations perform, any act of thing whereby the right, title and warranties interest of the Purchaser created herein, may prejudicially be affected; (vii) The Seller set forth has not entered into any agreement for sale and/or development agreement or any other agreement/ arrangement with any person or party with respect to the said land including the Project and the said [Apartment / Plot]which will, in any manner, affect the rights of Purchaser under this Article 5 shall, if the Agreement; (viii) The Seller is a director and/or officer of the Company, survive the Effective Date and shall continue thereafter in full force and effect for the benefit of the Acquiror without limitation as to time or, if confirms that the Seller is not a director and/or officer restricted in any manner whatsoever from selling the said [Apartment/Plot] to the Purchaser in the manner contemplated in this agreement; (ix) At the time of execution of the Companyconveyance deed the Seller shall hand over lawful, expire and be terminated and extinguished on the earliest to occur vacant, peaceful, physical possession of the Effective Time [Apartment/Plot] to the Purchaser and the termination common areas to the association of this Agreement Purchaser or the competent authority, as the case may be; (x) The Schedule Property is not the subject matter of any HUF and that no part thereof is owned by any minor and/or no minor has any right, title and claim over the Schedule Property; (xi) The Seller has duly paid and shall continue to pay and discharge all governmental dues, rates, charges and taxes and other monies, levies, impositions, premiums, damages and/or penalties and other outgoings, whatsoever, payable with respect to the said project to the competent Authorities till the completion certificate has been issued and possession of apartment, plot or building, as the case may be, along with common areas (equipped with all the specifications, amenities and facilities) has been handed over to the Purchaser and the association of Allottees or the competent authority, as the case may be; (xii) No notice from the Government or any other local body or authority or any legislative enactment, government ordinance, order, notification (including any notice for acquisition or requisition of the said property) has been received by or served upon the Seller in accordance with Article 7.respect of the said land and/or the Project;

Representations and Warranties of the Seller. 5.1 (a) The Seller represents, hereby represents and warrants and, where applicable, covenants to the Acquiror as follows and acknowledges that Servicer, the Acquiror is relying upon these representationsDepositor, warranties and covenants in connection with the entering into of this Agreement Issuing Entity and the Arrangement AgreementIndenture Trustee, for the benefit of the Securityholders, as of the Closing Date and each Subsequent transfer Date or such other date as is specified, that: (ai) if the Seller is a corporate body, the Seller has been duly formed and is validly existing under the laws of its jurisdiction of incorporation and has all necessary power and authority to execute and deliver this This Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement by the Seller and the performance by the Seller of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement and the performance of the Seller’s obligations hereunder; (c) this Agreement has been duly executed and delivered by the Seller and, assuming the due authorization, execution and delivery by the Acquiror, constitutes a legal, valid and binding obligationobligation of the Seller, enforceable by the Acquiror against the Seller in accordance with its provisionsterms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and other applicable Laws affecting creditor’s rights generally and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity); (i) the Seller is the beneficial owner of, or controls or directs the voting rights in respect of, the Subject Securities free and clear of any and all Liens; and (ii) Immediately prior to the only Shares, Options or other securities of the Company beneficially owned, or over which control or direction is exercised transfer by the Seller are those listed immediately under to the Seller’s name on Depositor of each Mortgage Loan, the signature pages heretoSeller had good and equitable title to each Mortgage Loan subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature; (eiii) As of the Closing Date, the Seller has transferred all of its right, title and interest in the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior Initial Mortgage Loans to the Effective Time, be beneficially owned solely by the Seller with good and marketable title thereto, free and clear of any and all LiensDepositor; (fiv) no individual The Seller has not transferred the Mortgage Loans to the Depositor with any intent to hinder, delay or entity defraud any of its creditors; (v) The Seller has any agreement been duly organized and is validly existing as a limited liability company in good standing under the laws of Delaware, with full power and authority to own its assets and conduct its business as presently being conducted; (vi) The Mortgage Loans constitute either "promissory notes" or option"payment intangibles" within the meaning of the UCC; (vii) The Seller has obtained all necessary consents and approvals required to enter into and perform its obligations under, this Agreement, including the sale of the Mortgage Loans hereunder; (viii) The Seller has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Mortgage Loans granted to the Indenture Trustee pursuant to the Indenture; (ix) Other than the sale of the Mortgage Loans hereunder, the Seller has not pledged, assigned, sold, granted a security interest in, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of otherwise conveyed any of the Subject Securities or Mortgage Loans. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Mortgage Loans other than any financing statement relating to the security interest therein or right thereto, including any right granted to vote, except the Acquiror Indenture Trustee pursuant to this Agreement; (g) none the Indenture or that has been terminated. The Seller is not aware of the execution and delivery by the Seller of this Agreement any judgment or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents of tax lien filings against the Seller, if applicable; (ii) any agreement or instrument to which the Seller is a party or by which the Seller or any of the Seller’s property or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority with respect to the Seller, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability of the Seller to perform its obligations under this Agreement or otherwise delay the Seller in performing such obligations; and (hx) there are no legal proceedings The Principal Balance of each Group I Mortgage Loan is within Freddie Mac's dollar amount limits for conforming one-to-four-family mortgage loans. It is understood and agreed that the representations and warranties set forth in progress or pending before any Governmental Entity, or, (i) through (x) above shall survive the transfer of the Mortgage Loans to the knowledge of Trust. (b) It is understood and agreed that the Seller, threatened, against the Seller or the Seller’s affiliates that would adversely affect in any manner the Seller’s ability to enter into this Agreement and to perform its obligations hereunder. The representations and warranties of the Seller set forth in Section 3.05(a) shall survive the execution and delivery of this Article 5 shallAgreement. The Seller shall indemnify the Servicer, if the Seller, the Indenture Trustee, and the Issuing Entity and hold each of the Servicer, the Depositor, the Indenture Trustee and the Issuing Entity harmless against any loss, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the Seller's representations and warranties contained in Section 3.05(a). It is understood and agreed that the enforcement of the obligation of the Seller is a director and/or officer set forth in this Section 3.05 to indemnify the Servicer, the Indenture Trustee and the Issuing Entity as provided in this Section 3.05 constitutes the sole remedy of the CompanyIndenture Trustee, survive the Effective Date Servicer and shall continue thereafter in full force and effect for the benefit Issuing Entity with respect to a breach by the Seller of the Acquiror without limitation as representations and warranties in Section 3.05(a). The Seller hereby acknowledges and agrees that any breach of the representation set forth in Section 3.05(a)(x) shall be deemed to time or, if materially and adversely affect the value of the related Mortgage Loans or the interests of the Trust in the related Mortgage Loans. Any cause of action against the Seller is not a director and/or officer relating to or arising out of the Company, expire and be terminated and extinguished on the earliest to occur breach of the Effective Time representations and warranties made in Sections 3.05(a) hereof shall accrue upon discovery of such breach by the termination of this Agreement in accordance with Article 7Issuing Entity, the Servicer, the Seller or the Indenture Trustee.

Representations and Warranties of the Seller. 5.1 Section 2.01. The Seller represents, represents and warrants and, where applicable, covenants to the Acquiror Purchaser in the form of an independent guarantee (selbstandiges Garantieversprechen pursuant to sec. 311 BGB) (unless the context clearly indicates otherwise, all references to the Company shall also include each of its Subsidiaries and all references to the Company or the business conducted by the Company shall also include such business of the Company as follows and acknowledges that previously conducted by the Acquiror is relying upon these representationsSeller, warranties and covenants in connection with the entering into of this Agreement Company and the Arrangement Agreement:Subsidiaries of the Company collectively also referred to as the "Group Companies") that as of the Signing Date and as of the Closing Date: Section 202. The Company Organization and Authority. --------------------------------------- (a) if the Seller The Company is a corporate body, the Seller has been corporation duly formed organized and is validly existing under the laws of the Federal Republic of Germany. Except as set forth on Schedule 2.2, Part A, the Company is duly qualified and in good standing in each jurisdiction in which (i) the nature of the business conducted by it or the character or location of the properties owned or leased by it makes such qualification necessary and (ii) failure so to qualify VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES EXHIBIT 10.6 SALE AND PURCHASE AGREEMENT AMONG BLITZ 05-282 GMBH, VARETIS AG AND VARETIS SOLUTIONS GMBH. would, if not remedied, materially impair title to its jurisdiction of incorporation and properties or its rights to enforce contracts against others or expose it to substantial liability in such jurisdictions. The Company has all necessary corporate power and authority to own all of its properties and assets and to carry on its businesses as previously conducted, now conducted or as planned by the Seller to be conducted prior to the Closing. The Seller has duly authorized and executed this Agreement and has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement by the Seller and the performance by the Seller of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement and the performance of the Seller’s obligations hereunder; (c) this Agreement has been duly executed and delivered by the Seller and, assuming the due authorization, execution and delivery by the Acquiror, constitutes a legal, valid and binding obligation, enforceable by the Acquiror against the Seller in accordance with its provisions, subject to bankruptcy, insolvency and other applicable Laws affecting creditor’s rights generally and general principles of equity; (i) the Seller is the beneficial owner of, or controls or directs the voting rights in respect of, the Subject Securities free and clear of any and all Liens; and (ii) the only Shares, Options or other securities of the Company beneficially owned, or over which control or direction is exercised by the Seller are those listed immediately under the Seller’s name on the signature pages hereto; (e) the Seller has the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior to the Effective Time, be beneficially owned solely by the Seller with good and marketable title thereto, free and clear of any and all Liens; (f) no individual or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreement; (g) none of the execution and delivery by the Seller of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents of the Seller, if applicable; (ii) any agreement or instrument to which the Seller is a party or by which the Seller or any of the Seller’s property or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority with respect to the Seller, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability of the Seller to perform its obligations under this Agreement and the other agreements, documents, and instruments contemplated herein without the necessity of any act or otherwise delay consent of any other person whomsoever except as disclosed in Schedule 2.2, Part B. This Agreement and the Seller in performing such obligations; and (h) there are no legal proceedings in progress or pending before any Governmental Entityother agreements, ordocuments, to and instruments contemplated herein, when executed by all Parties, constitute the knowledge valid and binding obligations of the Seller, threatened, against the Seller or the Seller’s affiliates that would adversely affect in any manner the Seller’s ability to enter into this Agreement and to perform its obligations hereunder. The representations and warranties of the Seller set forth in this Article 5 shall, if the Seller is a director and/or officer of the Company, survive the Effective Date and shall continue thereafter in full force and effect for the benefit of the Acquiror without limitation as to time or, if the Seller is not a director and/or officer of the Company, expire and be terminated and extinguished on the earliest to occur of the Effective Time and the termination of this Agreement enforceable in accordance with Article 7their terms. Neither Seller nor the Company have taken or failed to take any action, which action or failure would preclude or prevent Purchaser or the Company from conducting the business of the Company as previously conducted or as planned by the Seller to be conducted prior to the Closing. The current articles of association (Gesellschaftsvertrag, Satzung) of each of the Group Companies, are presently valid and in force and no changes have been resolved, with the exception of the capital increase against contribution in kind to be resolved by the shareholders' assembly of the Company as referred to in the Recitals and Section 9.08 of this Agreement. Contemporaneously herewith, Seller has delivered to Purchaser true, correct, current, and complete certified copies of the commercial register extracts (or equivalent statements, such as statement of the Companies House in UK) of each of the Group Companies.

Representations and Warranties of the Seller. 5.1 The Seller represents, represents and warrants and, where applicable, covenants to the Acquiror Issuer and the Security Issuer, and shall on and as follows of the Purchase Date of any Transaction be deemed to represent and acknowledges that the Acquiror is relying upon these representationswarrant to such Persons, warranties as follows: (a) The execution, delivery and covenants in connection with the entering into performance of this Agreement and the Arrangement Agreement:performance of each Transaction do not and will not result in or require the creation of any lien, security interest or other charge or encumbrance (other than pursuant hereto and pursuant to the other Related Documents) upon or with respect to any of its properties. (ab) if This Agreement is, and each Transaction when entered into under this Agreement will be, a legal, valid and binding obligation of it enforceable against it in accordance with the Seller is a corporate body, terms of this Agreement. (c) The representations and warranties set forth on the Schedule of Representations are true and correct with respect to the Receivable(s) transferred in such Transaction. (d) The Seller has been duly formed organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its jurisdiction of incorporation properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the other Seller Conveyed Property transferred to the Issuer. (e) The Seller is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification. (f) The Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to perform carry out its obligations hereunder; (b) terms and their terms, respectively; Seller has full power and authority to sell and assign the execution Receivables and other the Seller Conveyed Property to be sold and assigned to the Issuer and has duly authorized such sale and assignment to the Issuer by all necessary corporate action; and the execution, delivery and performance of this Agreement by the Seller and the performance by the Seller of its obligations hereunder Seller's Related Documents have been duly authorized by the Seller by all necessary corporate action. (g) This Agreement and no the related Confirmation effects a valid sale, transfer and assignment of the Receivables and the other proceedings on its part are necessary to authorize Seller Conveyed Property, enforceable against the Seller and creditors of and purchasers from the Seller; and this Agreement and the performance of related Confirmation and the Seller’s obligations hereunder; (c) this Agreement has been 's Related Documents, when duly executed and delivered by the Seller anddelivered, assuming the due authorization, execution and delivery by the Acquiror, constitutes a shall constitute legal, valid and binding obligation, enforceable by the Acquiror against obligations of the Seller enforceable in accordance with its provisionstheir respective terms, subject to except as enforceability may be limited by bankruptcy, insolvency and insolvency, reorganization or other applicable Laws similar laws affecting creditor’s the enforcement of creditors' rights generally and by general principles of equity;, regardless of whether such enforceability is considered in a proceeding in equity or at law. (ih) the Seller is the beneficial owner of, or controls or directs the voting rights in respect of, the Subject Securities free and clear of any and all Liens; and (ii) the only Shares, Options or other securities The consummation of the Company beneficially ownedtransactions contemplated by this Agreement and the related Confirmations and the Related Documents and the fulfillment of the terms of this Agreement and the related Confirmations and the Related Documents shall not conflict with, or over which control or direction is exercised by the Seller are those listed immediately under the Seller’s name on the signature pages hereto; (e) the Seller has the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior to the Effective Time, be beneficially owned solely by the Seller with good and marketable title thereto, free and clear of result in any and all Liens; (f) no individual or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller breach of any of the Subject Securities terms and provisions of or any interest therein constitute (with or right theretowithout notice, including any right to vote, except lapse of time or both) a default under the Acquiror pursuant to this Agreement; (g) none certificate of the execution and delivery by the Seller of this Agreement incorporation or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents by-laws of the Seller, if applicable; (ii) or any agreement indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement and the Related Documents, or violate in any material respect any law, order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of the Seller’s property or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority with respect to the Seller, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability of the Seller to perform its obligations under this Agreement or otherwise delay the Seller in performing such obligations; andproperties. (hi) there There are no legal proceedings in progress or investigations pending before any Governmental Entity, or, to the knowledge Seller's knowledge, threatened against the Seller or AFL, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties (A) asserting the invalidity of this Agreement or any of the Related Documents, (B) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, or (C) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents. (j) The chief executive office of the Seller is located at 0000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxxx, XX 00000-0000. (k) All the issued common stock of the Seller is owned by AFL and such common stock is the only capital stock issued by the Seller. Pursuant to its certificate of incorporation, the Seller's business is limited to certain financing activities set forth in such certificate. (l) The Seller does not commingle its assets or business functions with the assets or business functions of AFL or any other Person. The bank accounts and funds of the Seller are maintained separately from those of AFL and all other Affiliates of AFL. The board of directors of the Seller duly authorizes all the corporate actions of the Seller, threatenedto the extent required by the laws of its state of incorporation. The Seller maintains its own separate minutes of such actions. The Seller maintains separate and full corporate records and financial records for itself only and has at least one director who is not an Affiliate or director of or employed by AFL or any other Affiliate of AFL. As of the date hereof, against the Seller does not have employees and, in the event that it hires employees in the future, the Seller will not employ any person employed by AFL or by any AFL Affiliate. (m) The financial records and accounts of the Seller are prepared and maintained in accordance with GAAP and are susceptible to audit. (n) The Seller conducts its business solely in its own name. In that regard, all written and oral communications, including, without limitation, letters, invoices, purchase orders and contracts, are made solely in the name of the Seller. The Seller has its own telephone number, stationery and business forms, separate from those of AFL and any other AFL Affiliate. (o) The Seller pays its own expenses and liabilities from its own funds, except that certain of the organization expenses of the Seller have been paid by AFL. That payment serves a valid business purpose and will not affect the commitment of AFL and the Seller to maintain separate books of account and other indicia of separate corporate existence. The capitalization of the Seller is adequate in light of its proposed business and purpose. (p) The Seller is not liable for the payment of any liability of AFL. The assets and the creditworthiness of the Seller are never held out as being available for the payment of any liability of AFL. The Seller always describes AFL as a separate legal entity. Each of AFL and the Seller maintains an arm's length relationship with the other. No transaction between the Seller and any AFL Affiliate is on terms more favorable than in similar transactions involving an unrelated third party. Assets are not transferred from AFL or the Seller to the other without reasonably equivalent value or with the intent to hinder, delay or defraud the creditors of AFL or the Seller’s affiliates that would adversely affect . The Seller's existence is not dependent on its being a subsidiary of AFL or any other AFL Affiliate. (q) The Seller has not transferred any Receivables with the intent to hinder, delay or defraud any Person. AFL receives reasonably equivalent value in any manner exchange for its transfer of Receivables to the Seller’s ability to enter into this Agreement and to perform its obligations hereunder. The representations and warranties of the Seller set forth in this Article 5 shall, if Neither AFL nor the Seller is insolvent nor does AFL or the Seller expect to become insolvent as a director and/or officer result of any transfer of Receivables. Neither AFL nor the Company, survive Seller engages in nor does it expect to engage in a business for which its remaining property represents an unreasonably small capitalization. Neither AFL nor the Effective Date and shall continue thereafter in full force and effect Seller intends to incur nor does it believe that it will incur indebtedness that it will not be able to repay at its maturity. (r) The Seller does not intend to file a voluntary petition for relief under the benefit of the Acquiror without limitation as to time or, if the Bankruptcy Code or any similar law. (s) The Seller is not a director and/or officer obligated in any way on the Receivables. (t) The Seller has not taken any action that might cause any Transaction to violate any regulation of the Company, expire and be terminated and extinguished on the earliest to occur of the Effective Time and the termination of this Agreement in accordance with Article 7FRB.

Representations and Warranties of the Seller. 5.1 The Seller representsrepresents and warrants as follows: (a) The Seller is a limited liability company duly formed, warrants andvalidly existing and in good standing under the laws of Delaware, and is duly qualified to do business, and is in good standing, in every jurisdiction where applicablethe nature of its business requires it to be so qualified, covenants unless the failure to so qualify would not have a material adverse effect on (i) the Acquiror as follows interests of the Purchaser hereunder, (ii) the collectibility of the Transferred Receivables, or (iii) the ability of the Seller or the Collection Agent to perform their respective obligations hereunder. (b) The execution, delivery and acknowledges that performance by the Acquiror is relying upon these representations, warranties and covenants in connection with the entering into Seller of this Agreement and the Arrangement Agreement: (a) if other documents to be delivered by it hereunder, including the Seller is a corporate body, the Seller has been duly formed and is validly existing under the laws Seller’s sale of its jurisdiction of incorporation and has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement by the Seller Receivables hereunder and the performance by Seller’s use of the Seller proceeds of its obligations hereunder Purchases, (i) are within the Seller’s limited liability company powers, (ii) have been duly authorized by all necessary limited liability company action, (iii) do not contravene (1) the Seller’s organizational documents, (2) any law, rule or regulation applicable to the Seller, (3) any contractual restriction binding on or affecting the Seller or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting the Seller or its property, and no (iv) do not result in or require the creation of any lien, security interest or other proceedings on charge or encumbrance upon or with respect to any of its part are necessary to authorize this Agreement and properties (except for the performance transfer of the Seller’s obligations hereunder; (c) interest in the Transferred Receivables pursuant to this Agreement). This Agreement and each of the other Transaction Documents to be delivered by the Seller pursuant hereto has been duly executed and delivered by the Seller andSeller. (c) No authorization or approval or other action by, assuming and no notice to or filing with, any governmental authority or regulatory body is required for the due authorizationexecution, execution delivery and delivery performance by the Acquiror, Seller of the Transaction Documents to which it is a party or any other document to be delivered by it thereunder except for the filing of financing statements which are referred to therein. (d) This Agreement and each of the other Transaction Documents to be delivered by the Seller pursuant hereto constitutes a the legal, valid and binding obligation, obligation of the Seller enforceable by the Acquiror against the Seller in accordance with its provisions, subject to terms (except as enforceability may be limited by applicable bankruptcy, insolvency and other applicable Laws insolvency, reorganization or similar laws affecting creditor’s the enforcement of creditors’ rights generally and general principles of equity; (i) the Seller is the beneficial owner of, whether considered in an action at law or controls or directs the voting rights in respect of, the Subject Securities free and clear of any and all Liens; and (ii) the only Shares, Options or other securities of the Company beneficially owned, or over which control or direction is exercised by the Seller are those listed immediately under the Seller’s name on the signature pages hereto;equity). (e) Sales made pursuant to this Agreement will constitute a valid sale, transfer, and assignment of the Seller has the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior Transferred Receivables to the Effective TimePurchaser, be beneficially owned solely by enforceable against creditors of, and purchasers from, the Seller. The Seller with good and marketable title thereto, free and clear of shall have no remaining property interest in any and all Liens;Transferred Receivable. (f) no individual or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreement;[Intentionally omitted.] (g) none of the execution and delivery by the Seller of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents of the Seller, if applicable; (ii) any agreement or instrument to which the Seller There is a party or by which the Seller or any of the Seller’s property or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority with respect to the Seller, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability of the Seller to perform its obligations under this Agreement or otherwise delay the Seller in performing such obligations; and (h) there are no legal proceedings in progress or pending before any Governmental Entity, or, to the knowledge of the Seller, threatened, against action, investigation or proceeding affecting the Seller or any of its subsidiaries before any court, governmental agency or arbitrator which may have a Material Adverse Effect. (h) No proceeds of any Purchase will be used (i) to acquire any equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934, (ii) to acquire any security in any transaction which is subject to Section 13 or 14 of such Act or (iii) for any other purpose that violates applicable law, including Regulation G or U of the Federal Reserve Board. (i) No transaction contemplated hereby requires compliance with any bulk sales act or similar law. (j) Each Receivable characterized in any Seller Report or other written statement made by or on behalf of the Seller (whether as Collection Agent or otherwise) as an Eligible Receivable is, as of the date of such Seller Report or other statement, an Eligible Receivable. Each Transferred Receivable, together with the Related Security, is owned (immediately prior to its sale hereunder) by the Seller free and clear of any Adverse Claim (other than any Adverse Claim arising solely as the result of any action taken by the Purchaser). When the Purchaser makes a Purchase it shall acquire valid and perfected first priority ownership of each Transferred Receivable and the Related Security and Collections with respect thereto free and clear of any Adverse Claim (other than any Adverse Claim arising solely as the result of any action taken by the Purchaser), and no effective financing statement or other instrument similar in effect covering any Transferred Receivable, any interest therein, the Related Security or Collections with respect thereto is on file in any recording office except such as may be filed in favor of the Seller in accordance with the Initial Purchase Agreement, in favor of Purchaser in accordance with this Agreement, or in connection with any Adverse Claim arising solely as the result of any action taken by the Purchaser. Nothing in this Section 4.01(j) shall constitute a representation or warranty by the Seller as to the priority, as against any other secured creditors of the relevant Obligor, of any Underlying Inventory Security Interest. (k) Each Seller Report (if prepared by the Seller, or to the extent that information contained therein is supplied by the Seller), information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by the Seller to the Purchaser in connection with this Agreement is or will be accurate in all material respects as of its date or (except as otherwise disclosed to the Purchaser at such time) as of the date so furnished. (l) The principal place of business and chief executive office of the Seller and the office where the Seller keeps its records concerning the Transferred Receivables are located at the address or addresses referred to in Section 5.01(b). The Seller has not changed its name during the two years prior to the date of this Agreement. (m) The names and addresses of all the Lock-Box Banks, together with the account numbers of the Lock-Box Accounts at such Lock-Box Banks, are specified in Exhibit B (as the same may be updated from time to time pursuant to Section 5.01(g)). The Lock-Box Accounts are the only accounts into which Collections of Receivables are deposited or remitted, except as expressly permitted pursuant to the terms of Section 5.01(h) hereof. (n) Neither the Seller nor Trane U.S. is known by or uses any registered tradename or doing-business-as name. (o) With respect to any programs used in the servicing of the Receivables, no sublicensing agreements are necessary in connection with the designation of a new Collection Agent pursuant to Section 6.01 so that such new Collection Agent shall have the benefit of such programs (it being understood that, however, the Collection Agent, if other than IR Company or an affiliate thereof, shall be required to be bound by a confidentiality agreement reasonably acceptable to Trane U.S.), except for those programs licensed from Persons which are not affiliated with Trane U.S. which by the express terms of such license either (i) require the consent of the licensor for any sublicensing thereof or (ii) prohibit any such sublicensing. (p) The sale of Transferred Receivables by the Seller to the Purchaser pursuant to this Agreement, and all other transactions between the Seller and the Purchaser, have been and will be made in good faith and without intent to hinder, delay or defraud creditors of the Seller. (q) The Seller has (i) timely filed all federal tax returns required to be filed, (ii) timely filed all other material state and local tax returns, and (iii) paid or made adequate provision for the payment of all taxes, assessments and other governmental charges (other than any tax, assessment or governmental charge which is being contested in good faith and by proper proceedings, and with respect to which the obligation to pay such amount is adequately reserved against in accordance with and to the extent required by generally accepted U.S. accounting principles). (r) The Seller is not, and is not controlled by, an “investment company” within the meaning of the Investment Company Act of 1940, or is exempt from all provisions of such act. (s) The receivables credit and collection policies and practices of Trane U.S. attached hereto as Exhibit A are in effect as of the date of this Agreement. Since the date of this Agreement, there have been no material changes in the Credit and Collection Policy other than in accordance with this Agreement. (t) No event or circumstance has occurred since the date of this Agreement that has a Material Adverse Effect. (u) With respect to each Transferred Receivable, the Seller (i) shall have received each Transferred Receivable acquired by it as a contribution to the capital of the Seller by Trane U.S. or (ii) shall have purchased such Transferred Receivable from Trane U.S. in exchange for payment (made by the Seller to Trane U.S. in accordance with the provisions of the Initial Purchase Agreement) of cash, deferred purchase price, or a combination thereof in an amount which constitutes fair consideration and reasonably equivalent value, and each such sale referred to in the foregoing clause (ii) shall not have been made for or on account of an antecedent debt owed by Trane U.S. to the Seller and no such sale is or may be voidable or subject to avoidance under any section of the Federal Bankruptcy Code. (v) Each Receivable is an “eligible asset” as defined in Rule 3a-7 promulgated under the Investment Company Act of 1940, as amended. (w) [Intentionally omitted.] (x) The location of the Seller’s affiliates that would adversely affect in any manner chief executive office and domicile for the Seller’s ability to enter into this Agreement and to perform its obligations hereunder. The representations and warranties purposes of the Seller set forth Personal Property Security Act (or, in this Article 5 shallthe case of the Province of Quebec, if the Civil Code) of any Canadian province or territory the laws of which are required to be applied in connection with the issue of perfection of interests in the Canadian Receivables is at the address referred to in Section 5.01(b). (y) Neither the Seller is a director and/or officer nor Trane U.S. carries on business in Canada for the purposes of the Company, survive the Effective Date Tax Act or is registered under Canadian goods and shall continue thereafter in full force and effect for the benefit services or provincial sales tax legislation. (z) None of the Acquiror without limitation services (if any) rendered to the Obligor which give rise to any Canadian Receivables are rendered in Canada. (aa) No Contract or any other books, records or other information relating to any Canadian Receivable, contain any “personal information” as defined in, or any other information regulated under (i) the Personal Information Protection and Electronic Documents Act (Canada), or (ii) any other similar statutes of Canada or any province in force from time to time orwhich restrict, if control, regulate or otherwise govern the Seller is not a director and/or officer collection, holding, use or communication of the Company, expire and be terminated and extinguished on the earliest to occur of the Effective Time and the termination of this Agreement in accordance with Article 7information.

Representations and Warranties of the Seller. 5.1 The Seller represents, represents and warrants and, where applicable, covenants to the Acquiror as follows and acknowledges that the Acquiror is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreementfollows: (a) if the The Seller is a corporate bodycorporation duly incorporated, the Seller has been duly formed and is validly existing and in good standing under the laws of the jurisdiction named at the beginning hereof and is duly qualified to do business, and is in good standing, in every jurisdiction in which the nature of its jurisdiction of incorporation business requires it to be so qualified and has all necessary power and authority the failure to execute and deliver this Agreement and do so could reasonably be expected to have a material adverse effect on the Seller's ability to perform its obligations hereunder or the ability to assign or collect the Purchased Receivables hereunder;. (b) the execution The execution, delivery and delivery of this Agreement by the Seller and the performance by the Seller of its obligations hereunder this Agreement, the Originator Sale Agreement and all other Facility Documents to be entered into by it, including the Seller's use of the proceeds of Purchases and reinvestments of Collections, are within the Seller's corporate powers, have been duly authorized by all necessary corporate action, do not contravene (i) the Seller's charter or by-laws, (ii) any law, rule or regulation applicable to the Seller, (iii) any contractual restriction binding on or affecting the Seller or its property or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting the Seller or its property, and do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties (other than in favor of the Deal Agent for the benefit of the Purchaser with respect to the Purchased Receivables and related Purchased Property); and no other proceedings on its part are necessary to authorize this transaction contemplated hereby or by the Originator Sale Agreement requires compliance with any bulk sales act or similar law. This Agreement, the Originator Sale Agreement and each other Facility Document to be entered into by the performance of the Seller’s obligations hereunder; (c) this Agreement has Seller have each been duly executed and delivered by the Seller andSeller. (c) No authorization or approval or other action by, assuming and no notice to or filing with, any governmental authority or regulatory body is required for the due authorizationexecution, execution delivery and delivery performance by the AcquirorSeller of this Agreement, constitutes a the Originator Sale Agreement or any other Facility Document to be entered into by it, except for the filing of the UCC financing statements described in Schedule I, all of which financing statements have been duly filed and are in full force and effect. (d) This Agreement, the Originator Sale Agreement and each other Facility Document to be entered into by the Seller constitute the legal, valid and binding obligation, obligation of the Seller enforceable by the Acquiror against the Seller in accordance with its provisions, their respective terms subject to bankruptcy, insolvency bankruptcy and other applicable Laws similar laws affecting creditor’s rights creditors generally and general principles of equity;. 34 (i) The Seller has furnished to the Seller is Deal Agent (A) copies of the beneficial owner ofaudited consolidated balance sheets of OutSource International and its consolidated subsidiaries as at December 31, or controls or directs 1997, and the voting rights related audited consolidated statements of income, shareholders' equity and cash flows for the fiscal year of OutSource International and its consolidated subsidiaries then ended reported on by Deloitte & Touche, LLP, which financial statements present fairly in respect ofall material respects in accordance with GAAP the financial position of OutSource International and its consolidated subsidiaries as at December 31, 1997, and the Subject Securities free results of operations of OutSource International and clear its consolidated subsidiaries for the fiscal year of any OutSource International then ended, and (B) copies of the unaudited consolidated balance sheets of OutSource International and its consolidated subsidiaries as at March 31, 1998, and the related unaudited consolidated statements of income, shareholders' equity and cash flows for the three-month period then ended, which financial statements present fairly in all Liensmaterial respects in accordance with GAAP the financial position of OutSource International and its consolidated subsidiaries as at March 31, 1998, and the results of operations of OutSource International and its consolidated subsidiaries for the three-month period then ended; and (ii) since March 31, 1998, (A) no material adverse change has occurred in the only Sharesbusiness, Options assets, liabilities, financial condition, results of operations or other securities business prospects of the Company beneficially ownedOutSource International and its subsidiaries taken as a whole, and (B) no event has occurred or failed to occur which has had, or over which control or direction is exercised by the Seller are those listed immediately under the Seller’s name on the signature pages hereto; (e) the Seller has the sole right to vote all the Subject Securities and all such Subject Securities shallmay have, immediately prior to the Effective Time, be beneficially owned solely by the Seller with good and marketable title thereto, free and clear of any and all Liens; (f) no individual or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreement; (g) none of the execution and delivery by the Seller of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents of the Seller, if applicable; (ii) any agreement or instrument to which the Seller is a party or by which the Seller or any of the Seller’s property or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority with respect to the Seller, except, in the case of (ii) and (iii), such breaches which could not, individually singly or in the aggregate, impair a material adverse effect on the ability of any Originator to perform its obligations under the Originator Sale Agreement or the ability of the Seller to perform its obligations under this Agreement or otherwise delay the ability to assign or collect the Purchased Receivables hereunder. (f) There is no pending or threatened action or proceeding affecting any Originator, the Seller or any subsidiary of any Originator before any court, governmental agency or arbitrator that could reasonably be expected to have a material adverse effect on the financial condition of any Originator, the Seller or any subsidiary of any Originator or the ability of any Originator to perform its obligations under the Originator Sale Agreement or the ability of the Seller to perform its obligations under this Agreement or the ability to assign or collect the Purchased Receivables hereunder. None of the Originators, the Seller, or any subsidiary of any of the Originators is in performing such obligations; anddefault with respect to any order of any court, arbitrator or governmental body except for defaults with respect to orders of governmental agencies which defaults are not material to the business or operations of the Originators, the Seller or any subsidiary of any of the Originators. (g) No proceeds of any Purchase or Capital Increase will be used by the Seller (i) to acquire any security in any transaction which is subject to Section 13 or 14 of the Securities Exchange Act of 1934, as amended, or (ii) for any purpose other than to fund a purchase of Receivables and related assets from the Originators. (h) there are no legal proceedings Each Receivable, together with the Contract related thereto, shall, at all times, be owned by the Seller free and clear of any Adverse Claim except as provided herein, and upon each Purchase, remittance of Collections or Capital Increase, the Purchaser shall acquire a valid and perfected first priority undivided percentage ownership interest in progress each Purchased Receivable then existing or pending before thereafter arising and in the Related Security and Collections with respect thereto, which percentage shall correspond at any Governmental Entity, or, time hereunder to the knowledge Purchased Interest in effect at such time, free and clear of any Adverse Claim except as provided hereunder. No effective financing statement or other instrument similar in effect covering any Receivable or the Related Security or Collections with respect thereto shall at any time be on file in any recording office except such as may be filed in favor of the Seller, threatened, against Deal Agent relating to this Agreement or in favor of Seller relating to the Originator Sale Agreement. The purchases of the Receivables and related assets by the Seller or the Seller’s affiliates that would adversely affect in any manner the Seller’s ability to enter into this Agreement and to perform its obligations hereunder. The representations and warranties from each of the Seller set forth in this Article 5 shallOriginators constitute valid and true sales and transfers for consideration (and not merely a pledge of such Receivables and assets for security purposes), if the Seller is a director and/or officer enforceable against creditors of each such Originator, and no such Receivables or related assets shall constitute property of any such Originator. (i) As of the Companyclose of business on each Business Day prior to the Termination Date, survive the Effective Date and a Coverage Shortfall Event shall continue thereafter in full force and effect for the benefit of the Acquiror without limitation as to time or, if the Seller is not a director and/or officer of the Company, expire and be terminated and extinguished on the earliest to occur of the Effective Time and the termination of this Agreement in accordance with Article 7exist.

Representations and Warranties of the Seller. 5.1 The Seller hereby represents, warrants and, where applicable, covenants and undertakes to the Acquiror as follows and acknowledges that the Acquiror is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement AgreementPurchaser that: (a) if the Seller it is a corporate body, the Seller has been legal entity duly formed established and is validly existing with civil capacity under the laws of its jurisdiction of incorporation applicable Laws and has all necessary full rights, power and authority to execute enter into and deliver this Agreement and to perform its obligations hereunderunder this Agreement; (b) the execution and delivery of this Agreement by the Seller and the performance by the Seller of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement and the performance Target Share constitutes all of the Seller’s obligations hereunderissued shares of the Target Company, which has been fully paid-up and validly issued; (c) this Agreement has been duly executed and delivered by the Seller and, assuming the due authorization, execution and delivery by the Acquiror, constitutes a legal, valid and binding obligation, enforceable by the Acquiror against the Seller in accordance with its provisions, subject to bankruptcy, insolvency and other applicable Laws affecting creditor’s rights generally and general principles of equity; (i) the Seller it is the sole legal and beneficial owner of, or controls or directs the voting rights in respect of, the Subject Securities free and clear of any and all Liens; and (ii) the only Shares, Options or other securities holder of the Company beneficially ownedTarget Share, or over which control or direction is exercised by the Seller are those listed immediately under the Seller’s name on the signature pages hereto; (e) the Seller and has the sole right to vote all lawful, valid, full and exclusive ownership of the Subject Securities and all such Subject Securities shall, immediately prior to the Effective Time, be beneficially owned solely by the Seller with good and marketable title theretoTarget Share, free and clear of any Encumbrance or any recovery or claim by any third party for any reason or in any form, and all Liensit has no obligation under any Law or contract to make any further capital contribution, subscription or lending to or other investment in the Target Company; (fd) except for the Target Share, the Target Company has no individual or entity has any agreement or optionother issued securities, or any right or privilege (whether by lawvoting trusts, rights of first refusal, pre-emptive rights, or contractualother rights, proxies, guarantees, options, conversion privileges, subscriptions or contracts (including the shareholders’ agreements, pledge agreements and sale and purchase agreements) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of relating to any securities of the Subject Securities Target Company directly or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreementindirectly; (ge) none of the execution and delivery by the Seller of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents of the Seller, if applicable; (ii) any agreement or instrument to which the Seller is a party or by which the Seller or any of the Seller’s property or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority with respect to the Seller, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability of the Seller to perform its obligations under this Agreement or otherwise delay the Seller in performing such obligations; and (h) there are no legal proceedings in progress or pending before any Governmental Entity, or, to the knowledge of the Seller, threatenedthere is no event, against matter or circumstance having a material adverse effect that has caused or may cause the Seller ListCo and its subsidiaries to bear losses or liabilities in excess of RMB 15,000,000, individually or cumulatively; (f) it has obtained all internal or external approvals, permits and filings that are required to be obtained or completed in accordance with the Seller’s affiliates that would adversely affect in provisions of all applicable Laws, its articles of association and any manner the Seller’s ability to enter into agreement binding upon it; (g) this Agreement and to perform its obligations hereunder. The representations and warranties of the Seller set forth in this Article 5 shall, if once duly executed by its authorized representative, constitute a valid and binding legal document enforceable against it; (h) the Seller is a director and/or officer of things required to be done or complied with by it under Clause 4.2.1 have been done or complied with prior to the Company, survive the Effective Date Closing; and (i) neither its execution and shall continue thereafter in full force and effect for the benefit of the Acquiror without limitation as to time or, if the Seller is not a director and/or officer of the Company, expire and be terminated and extinguished on the earliest to occur of the Effective Time and the termination delivery of this Agreement nor the performance of its obligations under this Agreement will result in accordance with Article 7its breach of any agreement, deed or other document by which it is bound.

Representations and Warranties of the Seller. 5.1 The Seller represents, warrants and, where applicable, and covenants to the Acquiror as follows and acknowledges that the Acquiror is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement AgreementBuyer that: (a) if the Seller acquired the Shares either from a “registered charity” within the meaning of the Tax Act or from persons who acquired the Shares directly from the Issuer; (b) the Seller acquired the Shares as principal as an “accredited investor” within the meaning of NI 45-106 on the basis that the Seller is a corporate bodyperson in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are individuals who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1 000 000; (c) it is, and will be immediately prior to Closing on the Closing Date, the sole legal and beneficial owner of the Shares; (d) at the time of Closing on the Closing Date, the Seller shall have the full right and authority to transfer the Shares to the Buyer. The Seller shall transfer all of the Seller’s right, title and interest in and to the Shares to the Buyer and upon such transfer, the Buyer will have full and sole ownership thereof; (e) the Seller shall not take any steps to create any Encumbrance on the Shares. Except as specified in the following paragraph, the Shares are not subject to any Encumbrance; (f) the Seller has been duly formed no actual knowledge of any Encumbrances on the Shares, other than the transfer restriction provided for pursuant to Section 2.5 of National Instrument 45-102 of the CSA and is validly existing restrictions on transfer or disposition of the Shares in the United States or to a U.S. Person (as defined in Regulation S under the laws U.S. Securities Act of its jurisdiction 1933, as amended (the “Securities Act”)) resulting from the Issuer’s offer and sale of incorporation and the Shares without registration under the Securities Act; (g) the Seller has all the necessary corporate and/or other power and authority as is required by all laws applicable to it to enable it to enter into, execute and deliver this Agreement and to observe and perform its obligations hereunder; (b) all of the execution terms, conditions and delivery provisions of this Agreement which are required to be observed and performed by the Seller and the performance by the Seller of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement and the performance of the Seller’s obligations hereunder; (c) this Agreement has been duly executed and delivered by the Seller and, assuming the due authorization, execution and delivery by the Acquiror, constitutes a legal, valid and binding obligation, enforceable by the Acquiror against the Seller in accordance with its provisions, subject to bankruptcy, insolvency and other applicable Laws affecting creditor’s rights generally and general principles of equity; (i) the Seller is the beneficial owner of, or controls or directs the voting rights in respect of, the Subject Securities free and clear of any and all Liens; and (ii) the only Shares, Options or other securities of the Company beneficially owned, or over which control or direction is exercised by the Seller are those listed immediately under the Seller’s name on the signature pages hereto; (e) the Seller has the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior to the Effective Time, be beneficially owned solely by the Seller with good and marketable title thereto, free and clear of any and all Liens; (f) no individual or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreement; (g) none of the execution and delivery by the Seller of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents of the Seller, if applicable; (ii) any agreement or instrument to which the Seller is a party or by which the Seller or any of the Seller’s property or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority with respect to the Seller, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability of the Seller to perform its obligations under this Agreement or otherwise delay the Seller in performing such obligationsit; and (h) there are no legal proceedings in progress or pending before any Governmental Entity, or, to the knowledge of the Seller, threatened, against the Seller or the Seller’s affiliates that would adversely affect in any manner the Seller’s ability to enter into this Agreement and to perform its obligations hereunder. The representations and warranties of the Seller set forth in this Article 5 shall, if the Seller is a director and/or officer of the Company, survive the Effective Date and shall continue thereafter in full force and effect for the benefit of the Acquiror without limitation as to time or, if the Seller is not a director and/or officer “non-resident” of Canada within the meaning of the Company, expire and be terminated and extinguished on the earliest to occur of the Effective Time and the termination of this Agreement in accordance with Article 7Tax Act.

Representations and Warranties of the Seller. 5.1 The Seller represents, warrants and, where applicable, covenants makes the following representations and warranties as to the Acquiror Receivables on which the Buyer is deemed to have relied in acquiring the Receivables. Such representations and warranties speak as follows and acknowledges that the Acquiror is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement: (a) if the Seller is a corporate body, the Seller has been duly formed and is validly existing under the laws of its jurisdiction of incorporation and has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement by and as of the Closing Date with respect to the Receivables sold on such date, but shall survive the sale, transfer and assignment of the Receivables to the Buyer: (a) immediately prior to the Closing Date, the Seller had a valid, subsisting and enforceable security interest in the related Financed Vehicle, and such security interest had been duly perfected and was prior to all other present and future liens and security interests (except future tax liens and liens that, by statute, may be granted priority over previously perfected security interests) that now exist or may hereafter arise, and the performance Seller had the full right to assign such security interest to the Buyer; (b) on and after the Closing Date, there shall exist under the Receivable a valid, subsisting and enforceable first priority perfected security interest in the Financed Vehicle securing such Receivable (other than, as to the priority of such security interest, any statutory lien arising by operation of law after the Seller Closing Date which is prior to such interest) and at such time as enforcement of its obligations hereunder have been duly authorized such security interest is sought there shall exist a valid, subsisting and no other proceedings on its part are necessary to authorize this Agreement and the performance enforceable first priority perfected security interest in such Financed Vehicle in favor of the Seller’s obligations hereunderBuyer (other than, as to the priority of such security interest, any statutory lien arising by operation of law after the Closing Date, which is prior to such interest); (c) this Agreement no Receivable has been duly executed sold, assigned or pledged to any other Person or any such pledge has been released; immediately prior to the transfer and delivered by assignment herein contemplated, the Seller and, assuming the due authorization, execution has good and delivery by the Acquiror, constitutes a legal, valid and binding obligation, enforceable by the Acquiror against the Seller in accordance with its provisions, subject to bankruptcy, insolvency and other applicable Laws affecting creditor’s rights generally and general principles of equity; (i) the Seller is the beneficial owner of, or controls or directs the voting rights in respect of, the Subject Securities marketable title thereto free and clear of any lien, encumbrance, equity, pledge, charge, claim or security interest and all Liens; is the sole owner thereof and (ii) has full right to transfer such Receivable to the only SharesBuyer. No Dealer has a participation in, Options or other securities right to receive, proceeds of any Receivable. The Seller has not taken any action to convey any right to any Person that would result in such Person having a right to payments received under the related Dealer Agreements, Originator Agreements, payments due under such Receivable or any insurance policy benefiting the holder of the Company beneficially ownedReceivable providing loss or physical damage, credit life, credit disability, theft, mechanical breakdown or over which control similar coverage with respect to any Receivable; (d) upon the transfers pursuant to Section 2.1, the Buyer will have a first priority ownership or direction is exercised security interest in each such Receivable free and clear of any encumbrance, lien, pledge, charge, claim, security interest or rights of others; the purchase of each such Receivable by the Seller are those listed immediately under the Seller’s name on the signature pages heretofrom a Dealer or Originator was not an extension of financing to such Dealer or Originator; (e) the Seller has the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior to the Effective Time, be beneficially owned solely by the Seller with good and marketable title thereto, free and clear of there is no lien against any and all Liensrelated Financed Vehicle for delinquent taxes; (f) there is no individual right of rescission, offset, defense or entity has any agreement counterclaim to the obligation of the related Obligor to pay the unpaid principal or option, interest due under such Receivable; the operation of the terms of such Receivable or the exercise of any right thereunder will not render such Receivable unenforceable in whole or privilege (whether by law, pre-emptive in part or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of any of the Subject Securities or any interest therein or right thereto, including subject to any right to voteof rescission, except the Acquiror pursuant to this Agreementoffset, defense or counterclaim, and no such right of rescission, offset, defense or counterclaim has been asserted; (g) none of no Receivable is assumable by another Person in a manner which would release the execution and delivery by Obligor thereon from such Obligor’s obligations to the Seller of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents of the Seller, if applicable; (ii) any agreement or instrument to which the Seller is a party or by which the Seller or any of the Seller’s property or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority with respect to the Seller, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability of the Seller to perform its obligations under this Agreement or otherwise delay the Seller in performing such obligations; andReceivable; (h) there are no prior liens or claims for work, labor or material affecting any related Financed Vehicle which are or may become a lien prior to or equal with the security interest granted by such Receivable; (i) each Receivable and the sale of the related Financed Vehicle complied at the time it was originated or made, and at the date such Receivable is sold by the Seller to the Buyer, complies, in all material respects, with all requirements of applicable Federal, state and local laws and regulations thereunder, including, without limitation, usury laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Federal Trade Commission Act, the Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Xxxxxxxx-Xxxx Warranty Act, the Federal Reserve Board’s Regulations B and Z, the Federal Trade Commission Credit Practices Rule, state unfair and deceptive trade practice laws, and state adaptations of the National Consumer Act and of the Uniform Consumer Credit Code, and any other applicable consumer credit, equal credit opportunity and disclosure laws; (j) each such Receivable is a legal, valid and binding obligation of the Obligor thereunder and is enforceable in accordance with its terms, except only as such enforcement may be limited by laws affecting the enforcement of creditors’ rights generally whether enforcement is sought in a proceeding in equity or at law, and all parties to such Receivable had full legal proceedings capacity to execute such Receivable and all documents related thereto and to grant the security interest purported to be granted thereby at the time of execution and grant; (k) as of the Closing Date, the terms of each such Receivable have not been impaired, waived, altered or modified in progress any respect, except by written instruments that are part of the Receivable Documents, and no such Receivable has been satisfied, subordinated or pending before rescinded; (l) at the time of origination of each such Receivable, the proceeds of such Receivable were fully disbursed, there is no requirement for future advances thereunder, and all fees and expenses in connection with the origination of such Receivable have been paid; (m) there is no default, breach, violation or event of acceleration existing under any Governmental Entitysuch Receivable and no event which, with the passage of time or with notice or with both, would constitute a default, breach, violation or event of acceleration under any such Receivable or would otherwise affect the value or marketability of such contract; the Seller has not waived any such default, breach, violation or event of acceleration; and as of the Cut-off Date, the related Financed Vehicle has not been repossessed; (n) at the origination date of each such Receivable, the related Financed Vehicle was covered by a comprehensive and collision insurance policy (a) in an amount at least equal to the lesser of (i) the actual cash value of the related Financed Vehicle or (ii) the unpaid balance owing of such Receivable, less the amount of the add-on finance charge that, under the term of such Receivable, would be required to be refunded or credited to the related Obligor in accordance with such Receivable if such Receivable were then prepaid in full, (b) naming the Seller as a loss payee and (c) insuring against loss and damage due to fire, theft, transportation, collision and other risks generally covered by comprehensive and collision coverage; each Receivable requires the Obligor to maintain physical loss and damage insurance, naming the Seller as an additional insured party; (o) each such Receivable that was acquired by the Seller from either a Dealer with which it ordinarily does business or from an Originator; such Dealer or Originator, as applicable, had full right to assign to the Seller such Receivable and the security interest in the related Financed Vehicle (and the Dealer that assigned any such Receivable to any such Originator had full right to assign to such Originator such Receivable and the security interest in the related Financed Vehicle) and the Dealer’s or Originator’s assignment thereof to the Seller is legal, valid and binding (and any assignment by an Dealer to any Originator is legal, valid and binding); (p) each such Receivable contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the related Financed Vehicle of the benefits of the security; (q) scheduled payments under each such Receivable are due monthly (or, in the case of the first payment, no later than the forty-fifth day after the date of the Receivable) in substantially equal amounts to maturity (other than with respect to those Receivables designated as balloon contracts on the related Receivables Schedule), and will be sufficient to fully amortize such Receivable at maturity, assuming that each scheduled payment is made on its Due Date; such scheduled payments are applicable only to payment of principal and interest on such Receivable and not to the knowledge payment of any insurance premiums (although the proceeds of the extension of credit on such Receivable may have been used to pay insurance premiums); and the original term to maturity of each such Receivable was not more than 60 months; (r) each Receivable provides for, in the event that such contract is prepaid, a prepayment that fully pays the principal balance and includes accrued but unpaid interest through the date of prepayment in an amount at least equal to the annual Percentage rate; (s) the collection practices used with respect to each such Receivable have been in all material respects legal, proper, prudent and customary in the automobile installment sales contract or installment loan servicing business; (t) there is only one original of each such Receivable, the Seller or a servicer is currently in possession of the Receivable Documents for such Receivable and there are no custodial agreements in effect adversely affecting the rights of the Seller to make the deliveries required hereunder on the Closing Date; (u) as of the Cut-off Date, no Obligor was the subject of a current bankruptcy proceeding; (v) with respect to each Due Period, the aggregate of the interest due on all the Receivables in such Due Period from scheduled payments is in excess of the Servicing Fee due; (w) the Receivables constitute “chattel paper” within the meaning of the UCC as in effect in the applicable jurisdiction and all filings (including without limitation, UCC filings) required to be made and all actions required to be taken or performed by any Person in any jurisdiction to give the Seller a first priority perfected lien on, or ownership interest in, the Receivables and the proceeds thereof have been made, taken or performed; (x) the information regarding such Receivables set forth in the Receivables Schedule is true and correct in all material respects at the Cut-off Date and the Closing Date; each Receivable was originated in the United States of America and at the time of origination, materially conformed to all requirements of the Seller’s underwriting policies and guidelines then in effect; and no Obligor is the United States of America or any state or any agency, threateneddepartment, against subdivision or instrumentality thereof; (y) by the Closing Date, the Seller or will have caused the portions of the Seller’s affiliates servicing records relating to the Receivables to be clearly and unambiguously marked to show that would adversely affect in any manner the Seller’s ability to enter into this Agreement and to perform its obligations hereunder. The representations and warranties Receivables constitute part of the Seller set forth in this Article 5 shall, if Conveyed Property and are owned by the Seller is a director and/or officer of the Company, survive the Effective Date and shall continue thereafter in full force and effect for the benefit of the Acquiror without limitation as to time or, if the Seller is not a director and/or officer of the Company, expire and be terminated and extinguished on the earliest to occur of the Effective Time and the termination of this Agreement Buyer in accordance with Article 7the terms of this Agreement; (z) the computer tape or listing made available by the Seller to the Buyer on the Closing Date was complete and accurate as of the Cut-off Date, and includes a description of the same Receivables that are described in the Receivables Schedule; (aa) no Receivable was originated in, or is subject to the laws of, any jurisdiction, the laws of which would make unlawful, void or voidable the sale, transfer and assignment of such Receivable under this Agreement. The Seller has not entered into any agreement that prohibits, restricts or conditions the assignment of any portion of the Receivables; (bb) the Obligor of each Receivable is required to make payments to a Lockbox Account that is subject to a Lockbox Agreement; and (ee) no Receivable provides for a prepayment penalty.

Representations and Warranties of the Seller. 5.1 The Seller represents, hereby represents and warrants and, where applicable, covenants to the Acquiror as follows Purchaser that: A. The Seller is the holder and acknowledges that sole beneficial owner of the Acquiror is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement Interest and the Arrangement Agreement:Interest is free and clear of any claim, lien, pledge, option, charge, security interest or encumbrance of any nature whatsoever. (a) if B. The Seller has not entered into any agreement to sell, assign, pledge, convey, grant, confer or award the Seller Interest or any option, warrant, conversion right or other right to acquire the Interest. C. The LLC is a corporate bodyduly organized limited liability company, the Seller has been duly formed and is validly existing and in good standing under the laws of the State of Colorado, has full power and authority to conduct its business as presently conducted and is qualified and in good standing under the laws of each jurisdiction where such qualification is required. The LLC has no subsidiaries or equity interests in any entities. D. The Seller has delivered to the Purchaser complete and accurate copies of incorporation its Articles of Organization, membership interest transfer records and minutes or other official proceedings (or equivalent documents), or any other corporate documents or agreements governing the relationship among the Members of the LLC, each of which certified as such by a Member of the LLC, all of which are listed on Schedule A to this Agreement. E. The Seller has all necessary full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement by the Seller and the performance by the Seller of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement and the performance of the Seller’s obligations hereunder; (c) this . This Agreement has been duly authorized (if the Seller is a corporation), executed and delivered by the Seller and, assuming the due authorization, execution and delivery by the Acquiror, constitutes is a legal, valid legal and binding obligation, enforceable by obligation of the Acquiror against the Seller in accordance with its provisionsSeller, subject to applicable bankruptcy, insolvency and insolvency, moratorium, or other applicable Laws affecting creditor’s similar laws relating to creditors' rights generally and general principles of equity;. (i) F. There are no consents, approvals or authorizations required by the Seller is or the beneficial owner of, LLC in connection with the execution or controls or directs the voting rights in respect delivery of, the Subject Securities free and clear Seller's performance of any and all Liens; and (ii) its obligations under, or the only Shares, Options or other securities consummation of the Company beneficially ownedtransactions contemplated by this Agreement, other than those disclosed on Schedule B as having been obtained by Seller, or over which control or direction is exercised by the Seller are those listed immediately under the Seller’s name on the signature pages hereto; (e) the Seller has the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately will be obtained prior to the Effective TimeClosing (as hereinafter defined). G. Attached hereto as Schedule C is a complete and accurate list containing each and every Member of the LLC and their percentage ownership interest in the LLC. There are no other persons, be beneficially owned solely by corporations, partnerships or any other entities with an ownership or other interest in the Seller with good and marketable title theretoLLC. No person, free and clear of corporation, partnership or any and all Liens; (f) no individual or other entity has any agreement or option, right under any option plan (or any right option granted thereunder) or privilege (whether by lawother plan, pre-emptive program or contractual) capable of becoming an agreement arrangement to acquire any equity or option, for other interests in the purchase, acquisition or transfer from the Seller of any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreement;LLC. (g) none of the H. The execution and delivery by the Seller of this Agreement or the completion or performance and consummation of the transactions contemplated hereby or will not (i) violate the compliance with the obligations hereunder by organizational documents of the Seller will (if the Seller is a corporation) or any law, regulation or other restriction applicable to the Seller; or (ii) conflict with, result in a breach of: (i) the constating documents of the Seller, if applicable; (ii) or cause a default under any agreement instrument, contract, license or instrument other arrangement to which the Seller is a party or by any of its assets are subject. I. The execution of this Agreement and consummation of the transactions contemplated hereby will not (i) violate the organizational documents of the LLC or, to the best of Seller's knowledge, any law, regulation or other restriction applicable to the LLC; or (ii) conflict with, result in a breach of, or cause a default under the Chevron Agreement or any other instrument, contract, license or other arrangement to which the LLC or a Member is a party or any of its assets are subject. J. To the best of Seller's knowledge, neither the Seller nor the LLC is in default under or in violation of any law, rule or regulation. Neither the Seller nor the LLC is in default under or in violation of any instrument, contract, license or other arrangement to which the Seller or the LLC is a party or any of its respective assets are subject. To the best of Seller’s 's knowledge, the LLC has complied with all laws, rules and regulations relating to the Chevron Agreement, the carrying on of its business and the ownership of the property or assets of the LLC. K. The Chevron Agreement, a true and correct copy of which is bound; attached hereto as Exhibit A, is a legal, valid and binding obligation of the parties thereto and is in full force and effect. The LLC has made all payments required to be made in connection with the Chevron Agreement, and has received all payments to which it is entitled under the Chevron Agreement. Neither party to the Chevron Agreement is in breach or (iii) default by any judgmentsuch party, decreeand no event has occurred which with notice or lapse of time would constitute a breach or default, order under the Chevron Agreement. Neither party has repudiated any provision of the Chevron Agreement or award given notice of any Governmental Authority with respect action to terminate, cancel, rescind, renegotiate or procure a judicial reformation of the Chevron Agreement. L. Other than the Chevron Agreement, the LLC has no other contracts or other agreements relating to the Sellerbusiness, exceptoperation, in the case of (ii) assets and (iii), such breaches which could not, individually or in the aggregate, impair the ability liabilities of the Seller LLC, except as listed on Schedule D to perform this Agreement. Each such agreement is identified on Schedule D and is a legal, valid and binding obligation of the parties thereto and is in full force and effect. The LLC has made all payments required to be made in connection with all such agreements, and has received all payments to which it is entitled under all such agreements. No party to any such agreement is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default by any such party, under such agreement. No party has repudiated any provision of any such agreement or given notice of any action to terminate, cancel, rescind, renegotiate or procure a judicial reformation of any such agreement. M. Other than as set forth on Schedule E, the LLC does not have any liabilities to any party which would have a material adverse effect on the LLC or its obligations under this Agreement financial situation, business or otherwise delay the Seller in performing such obligations; andprospects. (h) there N. There are no legal actions, suits or proceedings in progress or pending before any Governmental Entity, (or, to the best of Seller's knowledge after due inquiry, threatened) which affect the business or operation of the SellerLLC, threatenedthe Chevron Agreement, against any other property or assets of the Seller LLC, the execution and delivery of this Agreement or the Seller’s affiliates that would adversely affect consummation of the transactions contemplated hereby. O. The LLC has obtained, and has been in any manner compliance with the Seller’s ability to enter into this terms of, all permits and licenses necessary or appropriate in connection with the Chevron Agreement and to perform its obligations hereunder. The representations and warranties the business, operation or ownership of any other assets of the Seller set forth in this Article 5 shall, if the Seller is a director and/or officer of the Company, survive the Effective Date LLC. Such permits and shall continue thereafter licenses are in full force and effect effect, and no material violation exists with respect to any such permits and licenses. P. The LLC has (i) filed all tax returns and reports required to be filed, including withholding tax returns, if required, and all such returns and reports were in all material respects true, complete and correct and filed on a timely basis and (ii) within the time and in the manner prescribed by law (subject to any extensions allowed by law), paid all taxes due and payable. Q. None of the Members is a person other than a United States person within the meaning of the Internal Revenue Code of 1986, as amended. R. The LLC has no employees, except those employees whose identity and compensation is set forth on Schedule F. The LLC has no "employee pension benefit plans" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), "employee welfare benefit plans" (as defined in Section 3(1) of ERISA), bonus, stock option, stock bonus, stock purchase, phantom equity, deferred compensation or other plans or arrangements, social security and other employee fringe benefit plans, domestic and foreign, maintained (or required to be maintained under any governmental law or regulation), or contributed to, by the LLC for the benefit of the Acquiror without limitation as to time or, if the Seller is not a director and/or officer of the Company, expire and be terminated and extinguished on the earliest to occur of the Effective Time and the termination of this Agreement in accordance with Article 7its employees.

Representations and Warranties of the Seller. 5.1 The Seller represents, hereby represents and warrants and, where applicable, covenants to the Acquiror as follows and acknowledges that the Acquiror is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement: (a) if the Seller is a corporate body, the Seller has been duly formed and is validly existing under the laws of its jurisdiction of incorporation and has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement by the Seller and the performance by the Seller of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement and the performance of the Seller’s obligations hereunder; (c) this Agreement has been duly executed and delivered by the Seller and, assuming the due authorization, execution and delivery by the Acquiror, constitutes a legal, valid and binding obligation, enforceable by the Acquiror against the Seller in accordance with its provisions, subject to bankruptcy, insolvency and other applicable Laws affecting creditor’s rights generally and general principles of equity; (i) the Seller is the beneficial owner of, or controls or directs the voting rights in respect of, the Subject Securities free and clear of any and all Liens; and (ii) the only Shares, Options or other securities of the Company beneficially owned, or over which control or direction is exercised by the Seller are those listed immediately under the Seller’s name on the signature pages hereto; (e) the Seller has the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior to the Effective Time, be beneficially owned solely by the Seller with good and marketable title thereto, free and clear of any and all Liens; (f) no individual or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreement; (g) none of the execution and delivery by the Seller of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents of the Seller, if applicable; (ii) any agreement or instrument to which the Seller is a party or by which the Seller or any of the Seller’s property or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority with respect to the Seller, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability of the Seller to perform its obligations under this Agreement or otherwise delay the Seller in performing such obligations; and (h) there are no legal proceedings in progress or pending before any Governmental Entity, or, to the knowledge of the Seller, threatened, against the Seller or the Seller’s affiliates that would adversely affect in any manner the Seller’s ability to enter into this Agreement and to perform its obligations hereunder. The representations and warranties of the Seller set forth in this Article 5 shall, if the Seller is a director and/or officer of the Company, survive the Effective Date and shall continue thereafter in full force and effect for the benefit of the Acquiror without limitation Depositor and its affiliates and the Trustee that as of the REMIC Closing Date (or such other date specifically provided herein): (i) no written information, certificate of an officer, statement furnished in writing or written report delivered to time orWMC, any affiliate of WMC, the Master Servicer or the Trustee and prepared by the Seller will contain any untrue statement of a material fact or omit to state a material fact necessary to make the information, certificate, statement or report not misleading; (ii) each of the representations and warranties contained in Exhibits 2-A and 2-B hereto is true and correct. With respect to such representations and warranties which are made to the best of the Seller's knowledge, if the Seller discovers or receives written notice, which may come from the Purchaser, the Servicer, the Custodian or any Interested Party, that the substance of such representation and warranty is not a director and/or officer inaccurate and such inaccuracy materially and adversely affects the interest of the CompanyPurchaser or any Interested Person in the related Mortgage Loan, expire and notwithstanding the Seller's lack of knowledge with respect to the substance of such representation of warranty, such inaccuracy shall be terminated and extinguished on the earliest to occur deemed a breach thereof; [ (iii) as of the Effective Time date of the Prospectus Supplement and as of the REMIC Closing Date, the Seller's Information will be true and accurate and will 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 in which they are made, not misleading. For purposes hereof and of each of the related Standard Terms Agreements, the "Seller's Information" shall include all information included in the Prospectus Supplement under the headings "Summary of Prospectus Supplement--The Mortgage Pool" and "Description of the Mortgage Pool", or elsewhere in the Prospectus Supplement with respect to the matters discussed under such captions, to the extent based upon any information provided by or approved by the Seller including the information in the Mortgage Loan Schedules attached hereto as Exhibits 1 and the termination of this Agreement in accordance with Article 7Seller's representations and warranties relating to the Mortgage Loans attached hereto as Exhibits.

Representations and Warranties of the Seller. 5.1 The Seller 6.1 Each Seller, severally and not jointly, represents, warrants and, where applicable, covenants to the Acquiror Offeror as follows and acknowledges that the Acquiror Offeror is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Support Agreement: (a) if in the case of a Seller that is a corporate body, : (i) the Seller has been duly formed and is validly existing under the laws of its jurisdiction of incorporation and has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder;; and (bii) the execution and delivery of this Agreement by the Seller and the performance by the Seller of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement and the performance of the Seller’s obligations hereunder; (cb) this Agreement has been duly executed and delivered by the Seller and, assuming the due authorization, execution and delivery by the AcquirorOfferor, constitutes a legal, valid and binding obligation, enforceable by the Acquiror Offeror against the Seller in accordance with its provisions, subject to bankruptcy, insolvency and other applicable Laws affecting creditor’s rights generally and general principles of equity; (i) the Seller is the beneficial owner of, beneficially owns or controls or directs the voting rights in respect ofnumber of common shares and Options set out immediately below the Seller’s name on the signature pages hereto, the Subject Securities free and clear of any and all Liens; and (ii) the only Shares, Options or other securities of the Company beneficially owned, owned or over which control or direction is exercised controlled by the Seller are those listed set out immediately under below the Seller’s name on the signature pages hereto; (ed) the Seller has the sole right to vote all sell and vote, as applicable, the Subject Securities Shares and all such Subject Securities Shares shall, immediately prior to at the Effective Timetime the Offeror takes up and pays for Shares under the Offer, be beneficially owned solely by the Seller with good and marketable title thereto, free and clear of any and all Liensmortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (fe) no individual or entity person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of any of the Subject Securities Shares or any interest therein or right thereto, including any right to vote, except the Acquiror Offeror pursuant to this Agreement; (gf) none of the execution and delivery by the Seller of this Agreement or the completion or performance of the transactions contemplated hereby by this Agreement or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents of the Seller, if applicable; (ii) any agreement or instrument to which the Seller is a party or by which the Seller or any of the Seller’s property or assets is bound; or (iii) any judgment, decree, order or award to the knowledge of any Governmental Authority with respect to the Seller, any Laws except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability of the Seller to perform its obligations under this Agreement or otherwise delay the Seller in performing such obligations; and (hg) there are no legal proceedings in progress or pending before any Governmental Entity, or, to the knowledge of the Seller, threatened, against the Seller or the Seller’s affiliates its Affiliates that would adversely affect in any manner the Seller’s ability to enter into this Agreement and to perform its obligations hereunder. hereunder or the title of the Seller to any of the securities set out immediately below the Seller’s name on the signature pages hereto. 6.2 The representations and warranties of the each Seller set forth in this Article 5 shall, if the Seller is a director and/or officer of the Company, 6 shall survive the Effective Date and shall continue thereafter in full force and effect for the benefit of the Acquiror without limitation as to time or, if the Seller is not a director and/or officer of the Company, expire and be terminated and extinguished on the earliest to occur of the Effective Time and until the termination of this Agreement in accordance with Article 7Agreement.

Representations and Warranties of the Seller. 5.1 The Seller represents, warrants and, where applicable, covenants to the Acquiror as follows and acknowledges that the Acquiror is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement:AND THE SERVICERS. (a) if Each of DLJMC, in its capacity as Seller, WFBNA, in its capacity as a Servicer, JPMorgan, in its capacity as a Servicer, and SPS, in its capacity as a Servicer and Special Servicer, hereby makes on behalf of themselves the Seller is a corporate bodyrepresentations and warranties set forth in Schedule IIA, Schedule IIB, Schedule IIC and Schedule IID, respectively, and by this reference incorporated herein, to the Depositor, the Seller has been duly formed Swap Counterparty and is validly existing under the laws Trustee, as of its jurisdiction the Closing Date, or if so specified therein, as of incorporation and has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder;the applicable Cut-off Date. (b) DLJMC, in its capacity as Seller, hereby makes the execution representations and warranties set forth in Schedule III to the Depositor and the Trustee, as of the Closing Date, or the date specified therein, with respect to the Initial Mortgage Loans identified on Schedule I hereto and as of the Subsequent Transfer Date with respect to any Subsequent Mortgage Loan identified on Schedule I hereto. Any breach of the representation and warranty set forth in clauses (xx), (xxiii), (xxiv) and (xxvii) of Schedule III hereto shall be deemed to materially and adversely affect the interest of the Certificateholders in that Mortgage Loan, notwithstanding the Seller’s lack of knowledge with respect to the substance of such representation and warranty. (c) [Reserved]. (d) Upon discovery by any of the parties hereto of a breach of a representation or warranty made pursuant to Section 2.03(b) that materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the party discovering such breach shall give prompt notice thereof to the other parties. The Seller hereby covenants that within 90 days of the earlier of its discovery or its receipt of written notice from any party of a breach of any representation or warranty made by it pursuant to Section 2.03(b) which materially and adversely affects the value of the related Mortgage Loan or the interests of the Certificateholders, it shall cure such breach in all material respects, and if such breach is not so cured, shall, (i) if such 90-day period expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a “Deleted Mortgage Loan”) from the Trust Fund and substitute in its place a Qualified Substitute Mortgage Loan, in the manner and subject to the conditions set forth in this Section; or (ii) repurchase the affected Mortgage Loan or Mortgage Loans from the Trustee at the Repurchase Price in the manner set forth below; provided, however, that any such substitution pursuant to (i) above shall not be effected prior to the delivery to the Trustee of this Agreement the Opinion of Counsel required by Section 2.05 hereof, if any, and any such substitution pursuant to (i) above shall not be effected prior to the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit M and the Mortgage File for any such Qualified Substitute Mortgage Loan. The Seller shall promptly reimburse the related Servicer and the Trustee for any actual out-of-pocket expenses reasonably incurred by the Seller related Servicer or the Trustee in respect of enforcing the remedies for such breach. With respect to any representation and warranty described in this Section which are made to the performance by the Seller of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement and the performance best of the Seller’s obligations hereunder; (c) knowledge, if it is discovered by either the Depositor, the Seller or the Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan or the interests of the Certificateholders therein, notwithstanding the Seller’s lack of knowledge with respect to the substance of such representation or warranty, such inaccuracy shall be deemed a breach of the applicable representation or warranty. With respect to any Qualified Substitute Mortgage Loan or Loans, the Seller shall deliver to the Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related assignment of the Mortgage, and such other documents and agreements as are required by Section 2.01(b), with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. Scheduled Payments due with respect to Qualified Substitute Mortgage Loans in the Collection Period related to the Distribution Date in the month of substitution shall not be part of the Trust Fund and will be retained by the Seller. For the month of substitution, distributions to Certificateholders will include the Scheduled Payment due on any Deleted Mortgage Loan for the related Collection Period and thereafter the Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Seller shall amend the related Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Qualified Substitute Mortgage Loan or Loans and the Seller shall deliver the amended Mortgage Loan Schedule to the Trustee, the related Servicer and the Depositor. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement has been duly executed in all respects, and delivered the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b) with respect to such Mortgage Loan. Upon any such substitution and the deposit to the applicable Collection Account of the amount required to be deposited therein in connection with such substitution as described in the following paragraph, the Trustee shall or shall cause the applicable Custodian to release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the Seller and shall execute and deliver at the Seller’s direction such instruments of transfer or assignment prepared by the Seller andSeller, assuming in each case without recourse, as shall be necessary to vest title in the due authorizationSeller, execution and delivery by or its designee, the Acquiror, constitutes a legal, valid and binding obligation, enforceable by the Acquiror against Trustee’s interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. For any month in which the Seller substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer will determine the amount (if any) by which the aggregate principal balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans (after application of the scheduled principal portion of the monthly payments due in accordance with its provisions, subject the month of substitution). The amount of such shortage (the “Substitution Adjustment Amount”) plus an amount equal to bankruptcy, insolvency and other applicable Laws affecting creditor’s rights generally and general principles the sum of equity; (i) the Seller is the beneficial owner of, or controls or directs the voting rights in respect of, the Subject Securities free and clear aggregate of any and all Liens; unreimbursed Advances with respect to such Deleted Mortgage Loans and (ii) the only Shares, Options any costs and damages actually incurred and paid by or other securities on behalf of the Company beneficially owned, Trust in connection with any breach of the representation and warranty set forth in Schedule III (xxi) as the result of a violation of a predatory or over which control or direction is exercised abusive lending law applicable to such Mortgage Loan shall be deposited in the applicable Collection Account by the Seller on or before the Business Day immediately preceding the related Servicer Remittance Date in the month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. One or more mortgage loans may be substituted for one or more Deleted Mortgage Loans. The determination of whether a mortgage loan is a Qualified Substitute Mortgage Loan may be satisfied on an individual basis. Alternatively, if more than one mortgage loan is to be substituted for one or more Deleted Mortgage Loans, the characteristics of such mortgage loans and Deleted Mortgage Loans shall be aggregated or calculated on a weighted average basis, as applicable, in determining whether such mortgage loans are those listed immediately under Qualified Substitute Mortgage Loans. In the Seller’s name on the signature pages hereto; (e) event that the Seller has shall have repurchased a Mortgage Loan, the sole right to vote all Repurchase Price therefor shall be deposited in the Subject Securities and all such Subject Securities shall, immediately prior to the Effective Time, be beneficially owned solely by the Seller with good and marketable title thereto, free and clear of any and all Liens; (f) no individual or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror related Collection Account pursuant to this Agreement; (g) none of Section 3.06 on or before the execution and delivery by Business Day immediately preceding the Seller of this Agreement or related Servicer Remittance Date in the completion or performance of month following the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents of the Seller, if applicable; (ii) any agreement or instrument to month during which the Seller is a party became obligated hereunder to repurchase or by which the Seller or any replace such Mortgage Loan and upon such deposit of the SellerRepurchase Price and receipt of a Request for Release in the form of Exhibit M hereto, the Trustee shall release or cause the applicable Custodian to release the related Mortgage File held for the benefit of the Certificateholders to such Person, and the Trustee shall execute and deliver at such Person’s property direction such instruments of transfer or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority with respect to the Seller, exceptassignment prepared by such Person, in each case without recourse, as shall be necessary to transfer title from the case of (ii) Trustee. It is understood and (iii), such breaches which could not, individually or in agreed that the aggregate, impair the ability of the Seller to perform its obligations obligation under this Agreement of any Person to cure, repurchase or otherwise delay substitute any Mortgage Loan as to which a breach has occurred and is continuing shall constitute the Seller in performing sole remedy against such obligations; and (h) there are no legal proceedings in progress or pending before any Governmental EntityPersons respecting such breach available to Certificateholders, or, to the knowledge of the Seller, threatened, against the Seller Depositor or the Seller’s affiliates that would adversely affect in any manner the Seller’s ability to enter into this Agreement and to perform its obligations hereunderTrustee on their behalf. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the Seller set forth in this Article 5 shallrespective Mortgage Files to the Trustee, if or to the Seller is a director and/or officer of Custodians on the CompanyTrustee’s behalf, survive the Effective Date and shall continue thereafter in full force and effect for the benefit of the Acquiror without limitation as to time or, if the Seller is not a director and/or officer of the Company, expire and be terminated and extinguished on the earliest to occur of the Effective Time and the termination of this Agreement in accordance with Article 7Certificateholders.

Representations and Warranties of the Seller. 5.1 The Seller represents, warrants and, where applicable, covenants makes the following representations and warranties to the Acquiror as follows and acknowledges that the Acquiror is relying upon these representations, warranties and covenants in connection Issuer with the entering into of this Agreement respect to Seller and the Arrangement AgreementShares to be sold by Seller hereunder: (a) if the Seller is a corporate body, citizen of the United States of America. (b) Seller is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act. (c) Seller has been duly formed and is validly existing under the laws of its jurisdiction of incorporation and has all necessary requisite power and authority to execute and deliver enter into this Agreement and to perform consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder;. (bd) the execution and delivery of this Agreement by the Seller and the performance by the Seller of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement and the performance of the Seller’s obligations hereunder; (c) this Agreement has been duly executed and delivered by the Seller and, assuming the due authorization, execution and delivery by the Acquiror, constitutes a legal, valid and binding obligation, enforceable by the Acquiror against the Seller in accordance with its provisions, subject to bankruptcy, insolvency and other applicable Laws affecting creditor’s rights generally and general principles of equity; (i) the Seller is the record and sole beneficial owner of, or controls or directs the voting rights in respect of, the Subject Securities free and clear of any and all Liens; and (ii) the only Shares, Options or other securities of the Company beneficially owned, or over which control or direction is exercised by the Seller are those number of Shares listed immediately under the on Schedule A set forth opposite Seller’s name on the signature pages hereto; (e) the Seller and has the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior to the Effective Time, be beneficially owned solely by the Seller with good and marketable title theretoto the Shares, free and clear of any and all Liens;options, liens, claims, encumbrances, security interests, pledges, preemptive rights, rights of first refusal and adverse interests of any kind. Seller agrees that the consideration payable by the Issuer for the re-purchase and redemption of Seller’s Shares is fair and reasonable and that Seller is in the best position to evaluate and determine the fair value of such Shares. There are no restrictions on the transfer or redemption of such Shares (other than restrictions under the Securities Act or state securities laws). No person or entity (i) owns any equity interest in the Issuer other than the Seller, or (ii) has any right to purchase Seller’s Shares or any portion thereof or interest therein. (e) Seller has received and reviewed the Merger Agreement and understands and consents to the transactions contemplated thereby. Seller has been afforded the opportunity during the course of negotiating the transactions contemplated by this Agreement to ask questions of, and to secure such information from, the Issuer and its officers and directors with regard to the Issuer, ITI and ITI, Inc. as it deems necessary to evaluate the merits of consenting to the Issuer’s consummating such transactions, it being understood that Seller is a stockholder and an affiliate of a director of the Issuer and, as such, is intimately familiar with the Issuer and its business, operations, assets, liabilities, prospects and financial condition in all respects. All such questions, if asked, were answered satisfactorily and all information or documents provided were found to be satisfactory. (f) There is no individual private or entity has governmental action, suit, proceeding, claim, arbitration or investigation pending before any agreement agency, court or optiontribunal, foreign or any right or privilege (whether by lawdomestic, pre-emptive or contractual) capable of becoming an agreement or optionor, for the purchaseto Seller’s knowledge, acquisition or transfer from the Seller of any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreement; (g) none of the execution and delivery by the Seller of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents of the Seller, if applicable; (ii) any agreement or instrument to which the Seller is a party or by which threatened against the Seller or any of the Seller’s property or assets their properties. There is bound; or (iii) any no judgment, decreedecree or order against the Seller that could prevent, order enjoin, alter or award of delay any Governmental Authority with respect to the Seller, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability of the Seller to perform its obligations under transactions contemplated by this Agreement Agreement. No bankruptcy, receivership or otherwise delay the Seller in performing such obligations; and (h) there debtor relief proceedings are no legal proceedings in progress or pending before any Governmental Entity, or, to the knowledge of Seller’s knowledge, threatened against the Seller. (g) All representations, threatened, against the Seller or the Seller’s affiliates that would adversely affect in any manner the Seller’s ability to enter into this Agreement and to perform its obligations hereunder. The representations covenants and warranties of the Seller set forth contained in this Article 5 shall, if the Seller is a director and/or officer Agreement shall be true and correct on and as of the Company, survive Closing Date with the Effective Date same effect as though the same had been made on and shall continue thereafter in full force and effect for the benefit as of the Acquiror without limitation as to time or, if the Seller is not a director and/or officer of the Company, expire and be terminated and extinguished on the earliest to occur of the Effective Time and the termination of this Agreement in accordance with Article 7such date.

Representations and Warranties of the Seller. 5.1 The As a condition of the obligation of the Managers and the Initial Notes Purchaser to subscribe and pay for or procure subscriptions and payment for the Class A Notes, the Seller represents, represents and warrants and, where applicable, covenants to the Acquiror Managers, the Initial Notes Purchaser and each of them, as follows and acknowledges that at the Acquiror is relying upon these representations, warranties and covenants in connection with the entering into date of this Agreement and the Arrangement AgreementClosing Date, as follows: (a) if that the Investor Presentation Material is true and accurate in all material respects and not misleading in any material respect and any opinions, predictions or intentions expressed in the Investor Presentation Material are honestly held or made and are not misleading in any material respect, and all proper enquiries have been made to ascertain or verify the foregoing; (b) 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 Preliminary Prospectus): (i) the Preliminary Prospectus and the Prospectus contains all information with respect to the Portfolio, the Seller and the Notes which is a corporate bodymaterial in the context of the issue and offering of the Notes including, without limitation, all information required by English law and the information which, according to the particular nature of it and of the Notes, is necessary to enable investors and their investment advisers to make an informed assessment of the assets and liabilities, financial position, profits and losses, and prospects of it and of the rights attaching to the Notes; (ii) the statements contained in the Preliminary Prospectus and the Prospectus are in every material respect true and accurate and not misleading; (iii) the opinions and intentions expressed in the Preliminary Prospectus and the Prospectus with regard to the Seller are honestly held, have been reached after considering all relevant circumstances and are based on reasonable assumptions; (iv) there are no other facts the omission of which would make any statement in the Preliminary Prospectus and the Prospectus misleading or deceptive in any material respect; and (v) all reasonable enquiries have been made by it to ascertain such facts and to verify the accuracy of all such information and statements in the Preliminary Prospectus and the Prospectus; (c) 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; (d) that the Seller has been duly formed incorporated and is validly existing as a private company under the laws law of its jurisdiction of incorporation incorporation, is duly qualified to do business in England and has all necessary Wales and with full rights, power and authority to conduct its business as described in the Preliminary Prospectus and the Prospectus and the Seller is able lawfully to execute and deliver this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement by the Seller and the performance by the Seller of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize under this Agreement and the performance of the Seller’s obligations hereunderTransaction Documents to which it is expressed to be a party; (ce) that this Agreement has been duly authorised, executed and delivered by the Seller andand constitutes, assuming the due authorizationand Transaction Documents to which it is expressed to be a party have been duly authorised by it and when executed and delivered will constitute, execution and delivery by the Acquiror, constitutes a legal, valid and binding obligation, enforceable by the Acquiror against obligations of the Seller enforceable against it in accordance with their terms; (f) that the representations and warranties contained in the Transaction Documents are true and accurate in all material respects as at the date hereof and (save to the extent that any such representations or warranties are amended, deleted or supplemented after the date hereof) as of the Closing Date as if the same were set out herein in favour of the Managers mutatis mutandis; (g) that neither the Seller, its provisionsaffiliates (as defined in Rule 405 under the Securities Act) nor any persons (other than the Managers, subject as to bankruptcywhom no representation or warranty is made) acting on its or their behalf have engaged or will engage in any directed selling efforts (as defined in Regulation S under the Securities Act) in respect of the Notes; (h) that neither the Seller, insolvency and its affiliates nor any persons (other applicable Laws affecting creditor’s rights generally and than the Managers, as to whom no representation or warranty is made) acting on its or their behalf have engaged or will engage in any form of general principles solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act) in connection with any offer or sale of equitythe Notes in the United States; (i) that the Seller is not involved in any governmental, legal, arbitration, insolvency or administration proceedings nor, so far as the beneficial owner ofSeller is aware after making all due enquiries, are any such proceedings pending or controls threatened against it or directs the voting rights in respect ofany of its assets or properties (including, without limitation, the Subject Securities free and clear filing of any and all Liens; and (ii) documents with the only Shares, Options court or other securities the service of the Company beneficially owned, or over which control or direction is exercised by the Seller are those listed immediately under the Seller’s name on the signature pages heretoa notice of intention to appoint an administrator); (ej) the Seller has the sole right to vote all the Subject Securities and all such Subject Securities shallthat there are no pending actions, immediately prior to the Effective Time, be beneficially owned solely by the Seller with good and marketable title thereto, free and clear of any and all Liens; (f) no individual suits or entity has any agreement proceedings against or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreement; (g) none of the execution and delivery by the Seller of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents of the Seller, if applicable; (ii) any agreement or instrument to which the Seller is a party or by which affecting the Seller or any of the Seller’s property its assets or assets is bound; or (iii) any judgmentrevenues which, decree, order or award of any Governmental Authority with respect if determined adversely to the Seller, except, in the case of (ii) and (iii), such breaches which could not, would individually or in the aggregateaggregate have a material adverse effect on the condition (financial or other), impair prospects, results or operations or general affairs of the Seller, or would adversely affect to a material extent the ability of the Seller to perform its obligations under this Agreement and the Transaction Documents to which it is expressed to be a party or which are otherwise delay material in the context of the issue of the Notes and, to the best of the Seller's knowledge and belief, no such actions, suits or proceedings are threatened or contemplated; (k) 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 Seller in performing such obligationsrelation to the execution and delivery of this Agreement and the Transaction Documents and the creation of the security pursuant to the Deed of Charge have been (or will be by the Closing Date) unconditionally obtained and are (or will be by the Closing Date) in full force and effect; (l) 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 Seller do not and will not infringe any law or regulation of its jurisdiction of incorporation or, so far as the Seller is aware, any other law or regulation and are not contrary to the provisions of the constitutional documents of the Issuer and will not result in any breach of the terms of, or constitute a default under, any instrument, agreement or order to which the Seller is a party or by which it or its property is bound; and (hm) there are no legal proceedings in progress or pending before any Governmental Entity, or, to the knowledge of the Seller, threatened, against the Seller or the Seller’s affiliates that would adversely affect in any manner the Seller’s ability to enter into this Agreement and to perform its obligations hereunder. The representations and warranties of the Seller set forth in this Article 5 shall, if the Seller is a director and/or officer an investment professional within the meaning of article 19(5) of the Company, survive the Effective Date Financial Services and shall continue thereafter in full force and effect for the benefit of the Acquiror without limitation as to time or, if the Seller is not a director and/or officer of the Company, expire and be terminated and extinguished on the earliest to occur of the Effective Time and the termination of this Agreement in accordance with Article 7Markets Xxx 0000 (Financial Promotion) Order 2001.

Representations and Warranties of the Seller. 5.1 The Seller represents, warrants and, where applicable, covenants hereby makes the following representations and warranties on which (i) the Issuer is deemed to have relied in acquiring the Acquiror Contracts and (ii) the Insurer is deemed to have relied in issuing the Securities Policy. Such representations and warranties speak as follows of the execution and acknowledges that the Acquiror is relying upon these representations, warranties and covenants in connection with the entering into delivery of this Agreement and as of the Arrangement Agreement:Closing Date, but shall survive the sale, transfer and assignment of the Contracts to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture. (a) if As to the Seller: (i) The Seller is a corporate body, the Seller has been duly formed organized and is validly existing as a corporation organized and existing and in good standing under the laws of the State of Delaware, with power and authority to own its jurisdiction of incorporation properties and has to conduct its business and had at all relevant times, and has, power, authority, and legal right to originate or acquire and own the Contracts. (ii) The Seller is duly qualified to do business as a foreign corporation in good standing, and shall have obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications. (iii) The Seller has the power and authority to execute and deliver this Agreement and to perform carry out its obligations hereunder; (b) the execution and delivery of this Agreement by terms; the Seller has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Issuer and has duly authorized such sale and assignment to the Issuer by all necessary corporate action; and the performance by the Seller of its obligations hereunder have been duly authorized execution, delivery, and no other proceedings on its part are necessary to authorize this Agreement and the performance of the Seller’s obligations hereunder; (c) this Agreement has been duly executed and delivered authorized by the Seller andby all necessary corporate action. (iv) This Agreement constitutes (A) a valid sale, assuming transfer, and assignment of the due authorizationContracts, execution enforceable against creditors of and delivery by purchasers from the Acquiror, constitutes Seller and (B) a legal, valid valid, and binding obligation, enforceable by the Acquiror against obligation of the Seller enforceable in accordance with its provisionsterms, subject to except as such enforceability may be limited by bankruptcy, insolvency insolvency, reorganization, or other similar laws affecting the enforcement of creditors' rights in general and other applicable Laws affecting creditor’s rights generally and by general principles of equity;, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. (iv) the Seller is the beneficial owner of, or controls or directs the voting rights in respect of, the Subject Securities free and clear of any and all Liens; and (ii) the only Shares, Options or other securities The consummation of the Company beneficially ownedtransactions contemplated by this Agreement and the fulfillment of the terms hereof shall not conflict with, or over which control or direction is exercised by the Seller are those listed immediately under the Seller’s name on the signature pages hereto; (e) the Seller has the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior to the Effective Time, be beneficially owned solely by the Seller with good and marketable title thereto, free and clear of result in any and all Liens; (f) no individual or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller breach of any of the Subject Securities terms and provisions of, nor constitute (with or any interest therein without notice or right theretolapse of time) a default under, including any right to vote, except the Acquiror pursuant to this Agreement; (g) none Certificate of the execution and delivery by the Seller of this Agreement Incorporation or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents Bylaws of the Seller, if applicable; (ii) or any agreement indenture, agreement, or other instrument to which the Seller is a party or by which it shall be bound; nor result in the Seller creation or imposition of any Lien upon any of the Seller’s property or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority with respect to the Seller, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability properties of the Seller to perform its obligations under this Agreement or otherwise delay the Seller in performing such obligations; and (h) there are no legal proceedings in progress or pending before any Governmental Entity, or, pursuant to the knowledge terms of any such indenture, agreement, or other instrument (other than pursuant to the Seller, threatened, against the Seller or the Seller’s affiliates that would adversely affect in any manner the Seller’s ability Basic Documents to enter into this Agreement and to perform its obligations hereunder. The representations and warranties of the Seller set forth in this Article 5 shall, if which the Seller is a director and/or officer party); nor violate any law or any order, rule, or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Seller or its properties. (vi) to the Seller's best knowledge after due inquiry, there are no proceedings or investigations pending, or threatened, before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Seller or its properties: (A) asserting the invalidity of this Agreement, the Notes or the Certificates, (B) seeking to prevent the issuance of the Company, survive Notes or the Effective Date and shall continue thereafter in full force and effect for Certificates or the benefit consummation of any of the Acquiror without limitation as to time ortransactions contemplated by this Agreement, if (C) seeking any determination or ruling that might materially and adversely affect the performance by the Seller is not a director and/or officer of its obligations under, or the validity or enforceability of, this Agreement, the Notes or the Certificates, or (D) naming the Seller which might adversely affect the federal income tax attributes of the Company, expire and be terminated and extinguished on Notes or the earliest to occur of the Effective Time and the termination of this Agreement in accordance with Article 7Certificates.

Representations and Warranties of the Seller. 5.1 The Seller represents, hereby represents and warrants and, where applicable, covenants to the Acquiror as follows and acknowledges that the Acquiror is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreementfollows: (a) if the The Seller is a corporate bodylimited liability company duly formed, the Seller has been duly formed and is validly existing and in good standing under the laws of Delaware, and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its jurisdiction business requires it to be so qualified, unless the failure to so qualify would not have a material adverse effect on (i) the interests of incorporation and has all necessary power and authority to execute and deliver this Agreement and the Investors hereunder, (ii) the collectibility of the Receivables Pool, or (iii) the ability of the Seller to perform its obligations hereunder;. (b) the execution The execution, delivery and delivery of this Agreement by the Seller and the performance by the Seller of its obligations hereunder the Transaction Documents to which it is a party and the other documents to be delivered by it hereunder, including the Seller’s use of the proceeds of purchases and reinvestments, (i) are within the Seller’s limited liability company powers, (ii) have been duly authorized and no other proceedings on its part are by all necessary to authorize this Agreement and the performance of limited liability company action, (iii) do not contravene (1) the Seller’s obligations hereunder; charter or by-laws or equivalent documents, (c2) any law, rule or regulation applicable to the Seller, (3) any contractual restriction binding on or affecting the Seller or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting the Seller or its property, and (iv) do not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties (except for the interest created pursuant to this Agreement Agreement). Each of the Transaction Documents has been duly executed and delivered by the Seller andSeller. (c) No authorization or approval or other action by, assuming and no notice to or filing with, any governmental authority or regulatory body is required for the due authorizationexecution, execution delivery and delivery performance by the AcquirorSeller of the Transaction Documents or any other document to be delivered thereunder, except for the filing of UCC financing statements which are referred to therein. (d) Each of the Transaction Documents constitutes a the legal, valid and binding obligation, obligation of the Seller enforceable by the Acquiror against the Seller in accordance with its provisions, subject to bankruptcy, insolvency and other applicable Laws affecting creditor’s rights generally and general principles of equity; (i) the Seller is the beneficial owner of, or controls or directs the voting rights in respect of, the Subject Securities free and clear of any and all Liens; and (ii) the only Shares, Options or other securities of the Company beneficially owned, or over which control or direction is exercised by the Seller are those listed immediately under the Seller’s name on the signature pages hereto;terms. (e) The opening pro forma balance sheet of the Seller has the sole right to vote all the Subject Securities and all such Subject Securities shallas at December 18, immediately prior 2003, giving effect to the Effective Timeinitial purchase to be made under this Agreement, a copy of which shall be beneficially owned solely by furnished to the Operating Agent within 20 days after the date of this Agreement, fairly presents the pro forma financial condition of the Seller as at such date, in accordance with good U.S. generally accepted accounting principles, and marketable title theretosince December 18, free and clear 2003 there has been no material adverse change in the business, operations, property or financial or other condition of any and all Liens;the Seller. (f) There is no individual pending or entity has any agreement threatened action, investigation or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from proceeding affecting the Seller before any court, governmental agency or arbitrator which may materially adversely affect the financial condition or operations of any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreement; (g) none of the execution and delivery by the Seller of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents of the Seller, if applicable; (ii) any agreement or instrument to which the Seller is a party or by which the Seller or any of the Seller’s property or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority with respect to the Seller, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability of the Seller to perform its obligations under this Agreement the Transaction Documents. (g) No proceeds of any purchase or otherwise delay reinvestment will be used to acquire any equity security of a class which is registered pursuant to Section 12 of the Seller in performing such obligations; andSecurities Exchange Act of 1934. (h) there are no legal proceedings in progress or pending before any Governmental Entity, or, Immediately prior to the knowledge purchase by the Investor, the Seller is the legal and beneficial owner of the SellerPool Receivables, threatenedfree and clear of any Adverse Claim other than Permitted Liens; upon each purchase or reinvestment, against the Investors shall acquire a valid and perfected first priority undivided percentage ownership or security interest to the extent of the pertinent Receivable Interest in each Pool Receivable then existing or thereafter arising and Collections with respect thereto. No effective financing statement or other instrument similar in effect covering any Pool Receivable, any Contract related thereto or Collections with respect thereto is on file in any recording office, except those filed in favor of the Operating Agent relating to this Agreement and those filed by the Seller pursuant to the Originator Purchase Agreement. Each Receivable characterized in any Seller Report or other written statement made by or on behalf of the Seller as an Eligible Receivable or as included in the Net Receivables Pool Balance is, as of the date of such Seller Report or other statement, an Eligible Receivable or properly included in the Net Receivables Pool Balance. The Seller has not granted the right to any Person other than the Operating Agent to take dominion and/or control over any Deposit Account at a future time or upon the occurrence of a future event. (i) Each Seller Report (if prepared by the Seller or one of its Affiliates, or to the Seller’s affiliates extent that would adversely affect in information contained therein is supplied by the Seller or an Affiliate), information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any manner the Seller’s ability to enter into this Agreement and to perform its obligations hereunder. The representations and warranties time by or on behalf of the Seller set forth to the Operating Agent or the Investors in connection with this Article 5 shallAgreement is or will be accurate in all material respects as of its date or (except as otherwise disclosed to the Operating Agent or Investors, if as the case may be, at such time) as of the date so furnished, and no such document contains or will contain any untrue statement of a material fact. (j) The principal place of business and chief executive office of the Seller is and the office where the Seller keeps its records concerning the Pool Receivables are located at the address or addresses referred to in Section 5.01 (b). (k) Each purchase of a director and/or officer Receivable Interest and each reinvestment of Collections in Pool Receivables will constitute (i) a “current transaction” within the meaning of Section 3(a)(3) of the CompanySecurities Act of 1933, survive the Effective Date as amended, and shall continue thereafter in full force and effect for the benefit (ii) a purchase or other acquisition of notes, drafts, acceptances, open accounts receivable or other obligations representing part or all of the Acquiror without limitation sales price of merchandise, insurance or services within the meaning of Section 3(c)(5) of the Investment Company Act of 1940, as to time or, if the amended. (1) The Seller is not a director and/or officer of the Company, expire known by and be terminated and extinguished on the earliest to occur of the Effective Time and the termination of this Agreement in accordance with Article 7does not use any tradename or doing-business-as name.

Representations and Warranties of the Seller. 5.1 The Seller represents, hereby represents and warrants and, where applicable, covenants to the Acquiror as follows and acknowledges that the Acquiror is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreementfollows: (a1) if the The Seller is a corporate bodylimited liability company duly formed, the Seller has been duly formed and is validly existing and in good standing under the laws of Delaware, and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its jurisdiction of incorporation and has all necessary power and authority business requires it to execute and deliver this Agreement and to perform its obligations hereunder;be so qualified. (b2) the execution The execution, delivery and delivery of this Agreement by the Seller and the performance by the Seller of its obligations hereunder the Transaction Documents and the other documents to be delivered by it hereunder, including the Seller's use of the proceeds of purchases and reinvestments, (i) are within the Seller's limited liability company powers, (ii) have been duly authorized by all necessary limited liability company action, (iii) do not contravene (1) the Seller's certificate of formation or operating agreement, (2) any law, rule or regulation applicable to the Seller, (3) any contractual restriction binding on or affecting the Seller or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting the Seller or its property, and no (iv) do not result in or require the creation of any lien, security interest or other proceedings on charge or encumbrance upon or with respect to any of its part are necessary properties (except for the interest created pursuant to authorize this Agreement and the performance Agreement). Each of the Seller’s obligations hereunder; (c) this Agreement Transaction Documents has been duly executed and delivered by the Seller andSeller. (3) No authorization or approval or other action by, assuming and no notice to or filing with, any governmental authority or regulatory body is required for the due authorizationexecution, execution delivery and delivery performance by the AcquirorSeller of the Transaction Documents or any other document to be delivered thereunder, except for the filing of UCC financing statements which are referred to therein. (4) Each of the Transaction Documents constitutes a the legal, valid and binding obligation, obligation of the Seller enforceable by the Acquiror against the Seller in accordance with its provisions, subject to bankruptcy, insolvency and other applicable Laws affecting creditor’s rights generally and general principles of equity;terms. (i5) The consolidated balance sheet of the Originator and its consolidated Subsidiaries as at December 30, 2000, and the related statements of income and retained earnings of the Originator and its consolidated Subsidiaries for the fiscal year then ended, copies of which have been furnished to the Agent, fairly present the financial condition of the Originator and its consolidated Subsidiaries as at such date and the results of the operations of the Originator and its consolidated Subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied, and since December 31, 2000 there has been no material adverse change in the business, operations, property or financial or other condition of the Originator. The opening pro forma balance sheet of the Seller is as at March 31, 2001, giving effect to the beneficial owner ofinitial purchase to be made under this Agreement, a copy of which has been furnished to the Agent, fairly presents the financial condition of the Seller as at such date, in accordance with generally accepted accounting principles, and since May 16, 2001 there has been no material adverse change in the business, operations, property or controls or directs the voting rights in respect of, the Subject Securities free and clear of any and all Liens; and (ii) the only Shares, Options financial or other securities of the Company beneficially owned, or over which control or direction is exercised by the Seller are those listed immediately under the Seller’s name on the signature pages hereto; (e) the Seller has the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior to the Effective Time, be beneficially owned solely by the Seller with good and marketable title thereto, free and clear of any and all Liens; (f) no individual or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreement; (g) none of the execution and delivery by the Seller of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents condition of the Seller, if applicable; . (ii6) any agreement There is no pending or instrument to which the Seller is a party threatened action or by which proceeding affecting the Seller or any of its Subsidiaries before any court, governmental agency or arbitrator which may materially adversely affect the Seller’s property financial condition or assets is bound; operations of the Seller or (iii) any judgment, decree, order or award of any Governmental Authority with respect to the Seller, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability of the Seller to perform its obligations under the Transaction Documents, or which purports to affect the legality, validity or enforceability of the Transaction Documents; the Seller is not in default with respect to any order of any court, arbitration or governmental body except for defaults with respect to orders of governmental agencies which defaults are not material to the business or operations of the Seller. (7) No proceeds of any purchase or reinvestment will be used to acquire any equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934. (8) Immediately prior to the purchase by the Investor or the Banks, as the case may be, the Seller is the legal and beneficial owner of the Pool Receivables and Related Security free and clear of any Adverse Claim and each Pool Receivable in the Receivables Pool shall (i) together with the Contract related thereto, at all times, be owed by the Seller free and clear of any Adverse Claim except as provided herein and (ii) at all times be an Eligible Receivable; upon each purchase or reinvestment, the Investors or the Banks, as the case may be, shall acquire a valid and perfected first priority undivided percentage ownership interest to the extent of the pertinent Receivable Interest in each Pool Receivable then existing or thereafter arising and in the Related Security and Collections with respect thereto. No effective financing statement or other instrument similar in effect covering any Contract or any Pool Receivable or the Related Security or Collections with respect thereto is on file in any recording office, except those filed in favor of the Agent relating to this Agreement or otherwise delay and those filed by the Seller in performing such obligations; andpursuant to the Originator Purchase Agreement. (h9) there are no legal proceedings in progress Each Seller Report (if prepared by the Seller or pending before any Governmental Entityone of its Affiliates, or, or to the knowledge extent that information contained therein is supplied by the Seller or an Affiliate), information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of the Seller to the Agent, the Investors or the Banks in connection with this Agreement is or will be accurate in all material respects as of its date or (except as otherwise disclosed to the Agent, Investors or the Banks, as the case may be, at such time) as of the date so furnished, and no such document contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. (10) The principal place of business and chief executive office of the Seller and the office where the Seller keeps its records concerning the Pool Receivables are located at the address or addresses referred to in Section 5.01(b). (11) The names and addresses of all the Lock-Box Banks, together with the account numbers of the Lock-Box Accounts of the Seller at such Lock-Box Banks, are as specified in Schedule I hereto, as such Schedule I may be updated from time to time pursuant to Section 5.01(g). (12) Each purchase of a Receivable Interest and each reinvestment of Collections in Pool Receivables will constitute (i) a "current transaction" within the meaning of Section 3(a)(3) of the Securities Act of 1933, as amended, and (ii) a purchase or other acquisition of notes, drafts, acceptances, open accounts receivable or other obligations representing part or all of the sales price of merchandise, insurance or services within the meaning of Section 3(C)(5) of the Investment Company Act of 1940, as amended. (13) The Seller is not known by and does not use any tradename or doing-business-as name. (14) The Seller was formed on May 16, 2001, and the Seller did not engage in any business activities prior to the date of this Agreement. The Seller has no Subsidiaries. (i) The fair value of the property of the Seller is greater than the total amount of liabilities, including contingent liabilities, of the Seller, threatened, against (ii) the Seller or the Seller’s affiliates that would adversely affect in any manner the Seller’s ability to enter into this Agreement and to perform its obligations hereunder. The representations and warranties present fair salable value of the Seller set forth in this Article 5 shall, if the Seller is a director and/or officer assets of the Company, survive the Effective Date and shall continue thereafter in full force and effect for the benefit of the Acquiror without limitation as to time or, if the Seller is not a director and/or officer less than the amount that will be required to pay all probable liabilities of the CompanySeller on its debts as they become absolute and matured, expire (iii) the Seller does not intend to, and be terminated does not believe that it will, incur debts or liabilities beyond the Seller's abilities to pay such debts and extinguished on liabilities as they mature and (iv) the earliest Seller is not engaged in a business or a transaction, and is not about to occur engage in a business or a transaction, for which the Seller's property would constitute unreasonably small capital. (16) With respect to each Pool Receivable, the Seller (i) shall have received such Pool Receivable as a contribution to the capital of the Effective Time and Seller by the termination of this Agreement in accordance with Article 7.Originator or

Representations and Warranties of the Seller. 5.1 The Seller representsrepresents and warrants as follows: (a) The Seller is a limited liability company duly formed, warrants andvalidly existing and in good standing under the laws of Delaware, and is duly qualified to do business, and is in good standing, in every jurisdiction where applicablethe nature of its business requires it to be so qualified. (b) The execution, covenants to delivery and performance by the Acquiror as follows and acknowledges that the Acquiror is relying upon these representations, warranties and covenants in connection with the entering into Seller of this Agreement and the Arrangement Agreement: other documents to be delivered by it hereunder, including the Seller’s sale and contribution of Receivables hereunder, (ai) if are within the Seller is a corporate bodySeller’s limited liability company powers, the Seller has been duly formed and is validly existing under the laws of its jurisdiction of incorporation and has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (bii) the execution and delivery of this Agreement by the Seller and the performance by the Seller of its obligations hereunder have been duly authorized by all necessary corporate action, (iii) do not contravene (1) the Seller’s certificate of formation and no other proceedings limited liability company agreements, (2) any law, rule or regulation applicable to the Seller, (3) any contractual restriction binding on or affecting the Seller or its part are necessary property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting the Seller or its property, and (iv) do not result in or require the creation of any Adverse Claim upon or with respect to authorize this Agreement and any of its properties (except for the performance transfer of the Seller’s obligations hereunder; (c) interest in the Transferred Receivables pursuant to this Agreement); and no transaction contemplated by this Agreement requires compliance with any bulk sales act or similar law. This Agreement has been duly executed and delivered by a duly authorized officer of the Seller. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Seller andof this Agreement or any other document to be delivered hereunder, assuming except for the due authorization, execution and delivery by filing of UCC financing statements which are referred to herein. (d) This Agreement constitutes the Acquiror, constitutes a legal, valid and binding obligation, obligation of the Seller enforceable by the Acquiror against the Seller in accordance with its provisionsterms, subject to bankruptcy, insolvency insolvency, reorganization, moratorium and other applicable Laws similar laws affecting creditor’s creditors’ rights generally and general principles of equity; equity (i) the Seller regardless of whether such enforceability is the beneficial owner of, considered in a proceeding in equity or controls or directs the voting rights in respect of, the Subject Securities free and clear of any and all Liens; and (ii) the only Shares, Options or other securities of the Company beneficially owned, or over which control or direction is exercised by the Seller are those listed immediately under the Seller’s name on the signature pages hereto;at law). (e) Sales and contributions made pursuant to this Agreement will constitute a valid sale, transfer and assignment of the Seller has the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior Transferred Receivables to the Effective TimePurchaser, be beneficially owned solely by enforceable against creditors of, and purchasers from, the Seller. The Seller with good and marketable title thereto, free and clear of shall have no remaining property interest in any and all Liens;Transferred Receivable. (f) There is no individual pending or, to the Seller’s knowledge, threatened action or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from proceeding affecting the Seller before any court, governmental agency or arbitrator which may materially adversely affect the financial condition or operations of any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreement; (g) none of the execution and delivery by the Seller of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents of the Seller, if applicable; (ii) any agreement or instrument to which the Seller is a party or by which the Seller or any of the Seller’s property or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority with respect to the Seller, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability of the Seller to perform its obligations under this Agreement Agreement, or otherwise delay which purports to affect the legality, validity or enforceability of this Agreement; the Seller is not in performing such obligations; anddefault with respect to any order of any court, arbitration or governmental body except for defaults with respect to orders of governmental agencies which defaults are not material to the business or operations of the Seller. (g) No proceeds of any purchase will be used to acquire any equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934. (h) there are no legal proceedings Each Transferred Receivable, together with the Related Security, is owned (prior to its sale or contribution hereunder) by the Seller free and clear of any Adverse Claim (other than any Adverse Claim arising solely as the result of any action taken by the Purchaser). When the Purchaser makes a purchase or receives a contribution of a Contributed Receivable it shall acquire valid ownership of each Transferred Receivable and the Related Security and Collections with respect thereto free and clear of any Adverse Claim (other than any Adverse Claim arising solely as the result of any action taken by the Purchaser). No effective financing statement or other instrument similar in progress effect covering any Contract or pending before any Governmental EntityTransferred Receivable, orany interest therein, the Related Security or Collections with respect thereto is on file in any recording office, except those filed in favor of the Purchaser relating to this Agreement and those filed pursuant to the knowledge Originator Purchase Agreement. (i) Each report, information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by the Seller to the Purchaser in connection with this Agreement is true, complete and accurate in all material respects as of its date or (except as otherwise disclosed to the Purchaser at such time) as of the date so furnished. (j) The principal place of business and chief executive office of the Seller and the office where the Seller keeps its records concerning the Transferred Receivables are located at the address or addresses referred to in Section 5.01(b). (k) The names and addresses of all the Lock-Box Banks, together with the account numbers of the Lock-Box Accounts at such Lock-Box Banks, are specified in Annex B (as the same may be updated from time to time pursuant to Section 5.01(g)). (l) The Seller is not known by and does not use any tradename or doing-business-as name. (m) The Seller was formed on December 15, 2000 and the Seller did not engage in any business activities prior to the date of the Agreement. The Seller has no Subsidiaries other than the Purchaser. (i) The fair value of the property of the Seller is greater than the total amount of liabilities, including contingent liabilities, of the Seller, threatened, against (ii) the Seller or the Seller’s affiliates that would adversely affect in any manner the Seller’s ability to enter into this Agreement and to perform its obligations hereunder. The representations and warranties present fair salable value of the Seller set forth in this Article 5 shall, if the Seller is a director and/or officer assets of the Company, survive the Effective Date and shall continue thereafter in full force and effect for the benefit of the Acquiror without limitation as to time or, if the Seller is not a director and/or officer less than the amount that will be required to pay all probable liabilities of the CompanySeller on its debts as they become absolute and matured, expire (iii) the Seller does not intend to, and be terminated does not believe that it will, incur Debt or liabilities beyond the Seller’s abilities to pay such Debt and extinguished on liabilities as they mature and (iv) the earliest Seller is not engaged in a business or a transaction, and is not about to occur engage in a business or a transaction, for which the Seller’s property would constitute unreasonably small capital. (o) With respect to each Receivable, the Seller (i) shall have received such Receivable as a contribution to the capital of the Effective Time and Seller by the termination of this Agreement Originators or (ii) shall have purchased such Receivable from the Originators in exchange for payment (made by the Seller to the Originators in accordance with Article 7the provisions of the Originator Purchase Agreement) of cash in an amount which constitutes fair consideration and reasonably equivalent value. Each such sale referred to in clause (ii) of the preceding sentence shall not have been made for or on account of an antecedent debt owed by the Originators to the Seller and no such sale is voidable or subject to avoidance under any section of the Federal Bankruptcy Code. (p) With respect to any programs used by the Seller in the servicing of the Receivables, no sublicensing agreements are necessary in connection with the designation of a new Collection Agent so that such new Collection Agent shall have the benefit of such programs (it being understood, however, that the Collection Agent, if other than United Rentals, shall be required to be bound by a confidentiality agreement reasonably acceptable to the Seller). (q) All sales, excise or other taxes with respect to the merchandise, insurance or services which are the subject of any Contract for a Receivable have been paid when due.

Representations and Warranties of the Seller. 5.1 The (A) Seller represents, warrants and, where applicable, and covenants to the Acquiror as follows and acknowledges Purchaser that the Acquiror is relying upon these representationsfollowing statements are true, warranties complete and covenants in connection with correct as of the entering into Effective Date and as of this Agreement and the Arrangement AgreementClosing Date: (ai) if the Seller represents that each individual executing this Agreement is a corporate body18 years or older, the Seller has been duly formed and is validly existing under the laws of its jurisdiction of incorporation sound mind and has all necessary the legal power and authority to enter into this Agreement. (ii) Seller, and each individual executing this Agreement, has and will have the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) all Closing deliveries contemplated hereby, and has taken or will take all actions and received all necessary consents and authorizations required for the execution and delivery of this Agreement by the Seller and the performance by the Seller of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement and the performance consummation of the Seller’s obligations hereunder; (c) this Agreement has been duly executed transaction contemplated herein and delivered by the Seller and, assuming the due authorization, execution and delivery by the Acquiror, constitutes a legal, valid and binding obligation, enforceable by the Acquiror against the Seller in accordance with its provisions, subject to bankruptcy, insolvency and other applicable Laws affecting creditor’s rights generally and general principles of equity; (i) the Seller is the beneficial owner of, or controls or directs the voting rights in respect of, the Subject Securities free and clear of any and all Liens; and (ii) the only Shares, Options or other securities of the Company beneficially owned, or over which control or direction is exercised by the Seller are those listed immediately under the Seller’s name on the signature pages hereto; (e) the Seller has the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior to the Effective Time, be beneficially owned solely by the Seller with good and marketable title thereto, free and clear of any and all Liens; (f) no individual or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreement; (g) none of the execution and delivery by the Seller of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents of the Seller, if applicable; (ii) any agreement or instrument to which the Seller is a party or by which the Seller or any of the Seller’s property or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority with respect to the Seller, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability of the Seller to perform its obligations under this Agreement or otherwise delay the Seller in performing such obligations; andAgreement. (hiii) There are no leases (or other agreements regarding use or occupancy) of space at the Property (including, but not limited to, ground leases) which will be in force on the Closing Date and under which Seller is the landlord (whether by entering into the leases or acquiring the Property subject to the leases) other than the Parking Leases (as hereinafter defined). To the best of Seller’s knowledge, (a) all of the Parking Leases are in full force and effect, (b) neither Seller nor any tenant is in monetary default or material non-monetary default under any of the Parking Leases (and no event or condition exists that, with the passage of time or the giving of notice, or both, would constitute a monetary default or material non-monetary default, by either Seller or any tenant, under any of the Parking Leases), except as set forth on the Parking Lease Exhibit, (c) there are no legal proceedings violations of any exclusive or restrictive use clauses granted to any tenant under any of the Parking Leases, and (d) no tenant under any of the Parking Leases has filed for bankruptcy. Seller has delivered to Purchaser true, correct and complete copies of all Parking Leases. The rent roll with respect to the Parking Leases attached hereto as part of the Parking Lease Exhibit is true, correct and complete in progress all material respects. (iv) A true, correct and complete list of all service or pending before maintenance contracts or management agreements to which Seller or any Governmental Entityof its affiliates is a party (written or oral, orthe “Service Contracts”) relating to or affecting the Property is set forth in Exhibit D annexed hereto and made a part hereof. True, correct and complete copies of the Service Contracts and all amendments, guarantees, side letters, and other documents relating thereto which are, to the knowledge best of the Seller, threatened, against the Seller or the Seller’s affiliates that would adversely affect in any manner the Seller’s ability to enter into this Agreement and to perform its obligations hereunder. The representations and warranties of the Seller set forth in this Article 5 shallknowledge, if the Seller is a director and/or officer of the Company, survive the Effective Date and shall continue thereafter in full force and effect for have been previously delivered to Purchaser. To the benefit best of Seller’s knowledge, no event has occurred that would constitute a default under any Service Contract. No notice of default has been issued under any Service Contract and the fees and other charges described in the Service Contracts have been paid on a current basis through the date of this Agreement. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller in writing prior to the expiration of Inspection Period which, if any, of the Acquiror without limitation Service Contracts Purchaser does not wish to assume at Closing and Seller shall terminate, at its sole cost and expense and prior to the Closing Date, those Service Contracts specified in Purchaser’s notice. (v) Each reciprocal easement agreement, declaration of covenants, conditions restrictions or similar agreement affecting the Property (an “REA”) is in full force and effect, and has not been amended or supplemented except as set forth in the Title Commitment. Neither Seller nor any of the party to time any REA is in monetary default or material non-monetary default under any REA. (vi) There are no actions, suits or proceedings pending or, if to the best knowledge of Seller, threatened, before or by any judicial, administrative or union body, any arbiter or any governmental authority, against or affecting Seller or the Property (or any portion thereof). There is no existing, proposed or contemplated eminent domain or similar proceeding which would affect the Land or Improvements in any way whatsoever. (vii) To the best of Seller’s knowledge, there are no violations at the Property that have not been complied with. (viii) All of the Personal Property is owned by the Seller is not a director and/or officer free and clear of any liens or encumbrances and all other exceptions and encumbrances which are required by this Agreement to be removed at or prior to the Closing shall be removed. (ix) Except for this Agreement, the Parking Leases and Service Contracts, there are no outstanding agreements, options, rights of first refusal, rights of first offer, conditional sales agreements or other agreements or arrangements, whether oral or written, regarding the purchase and sale of the CompanyProperty, expire and be terminated and extinguished on the earliest to occur lease or occupancy of any part of the Effective Time Land or Improvements, or which otherwise affect any portion of or all the Property. (x) The execution, delivery and the termination performance of this Agreement by Seller and the Closing deliveries contemplated hereby shall not require the consent of any third-party. (xi) Seller has not received any written notice from any insurance company insuring the Property to correct any deficiencies in accordance the physical condition of the Property that has not been complied with. (xii) Seller does not have and has never had any employees. (xiii) To Seller’s knowledge, the Due Diligence Materials include all of the third party reports in its possession relating to Hazardous Material at the Property. “Hazardous Material” means any hazardous, toxic or dangerous waste, substance or material, pollutant or contaminant, as defined for purposes of the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. Section 9601 et seq.), as amended, or the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.), as amended, or any other Laws, or any substance which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic, or otherwise hazardous, or any substance which contains gasoline, diesel fuel or other petroleum hydrocarbons, polychlorinated biphenyls (PCBs), or radon gas, urea formaldehyde, asbestos or lead. As a material inducement to Seller to execute, deliver and perform this Agreement, Purchaser agrees that (i) Purchaser shall not have the right to assert a cause of action against Seller for breach of any of Seller’s representations and warranties set forth above in this Section 6.1(A) after the Survival Period (as hereinafter defined), (ii) the maximum amount that may be recovered by Purchaser against Seller as direct damages and costs and expenses (including reasonable attorneys’ fees) under this Section or any other provision of this Agreement or under applicable law for breach of Seller’s representations and warranties set forth above in this Section 6.1(A) shall be One Million and No/100 Dollars ($1,000,000.00), and (ii) Purchaser hereby waives any right to recover indirect, consequential, speculative, or punitive damages against Seller. Notwithstanding anything to the contrary set forth in this Agreement, Purchaser is prohibited from making any claims against Seller after the Closing with Article 7respect to any breaches of Seller’s representation and warranties contained in this Agreement if Purchaser had actual knowledge of any such breach prior to Closing. The Term “to the best of Seller’s knowledge” shall mean to the best of each individual seller’s actual knowledge.

Representations and Warranties of the Seller. 5.1 The Seller hereby represents, warrants and, where applicable, and covenants to the Acquiror Purchaser, its successors and assigns as follows and acknowledges that the Acquiror is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreementeach Closing Date that: (a) if the The Seller (i) is a corporate body, the Seller has been duly formed organized and is validly existing as an entity in good standing under the laws of its the jurisdiction of incorporation in which it is chartered or organized and (ii) has all necessary the full power and authority to execute execute, deliver, and deliver this Agreement and to perform its obligations hereunder;under this Agreement. The Seller has the full power and authority to sell and assign the related Securities to the Purchaser. (b) the execution and delivery of this This Agreement by the Seller and the performance by the Seller of its obligations hereunder have has been duly authorized and no other proceedings on its part are by all necessary to authorize this Agreement and the performance of the Seller’s obligations hereunder; (c) this Agreement corporate action, has been duly executed and delivered by one or more duly authorized officers and is the Seller and, assuming the due authorization, execution and delivery by the Acquiror, constitutes a legal, valid and binding obligation, agreement of the Seller enforceable by the Acquiror against the Seller in accordance with its provisionsterms subject, subject as to enforcement, (a) to 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 Seller and other applicable Laws affecting creditor’s rights generally and (b) to general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity;). (i) The Seller has either (x) not pledged, encumbered, assigned, transferred, conveyed, disposed of or terminated, in whole or in part, any of its right, title and interest in and to the Securities or (y) caused the release of any pledge or encumbrance of its right, title and interest in any of the Securities and, on such Closing Date, the Seller is the beneficial sole owner of, or controls or directs the voting rights in respect of, the Subject Securities free and clear of any and all Liens; and (ii) the only Shares, Options or other securities of the Company beneficially ownedSecurities, or over which control or direction is exercised by the Seller are those listed immediately under the Seller’s name on the signature pages hereto; (e) the Seller and has the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior to the Effective Time, be beneficially owned solely by the Seller with good and marketable title thereto, free and clear of any and all Liens; (f) no individual or entity has any agreement or optionpledges, liens, security interests, claims, charges, or any other encumbrances, and has the full right or privilege (whether by lawand authority to sell the Securities to the Purchaser, pre-emptive or contractual) capable of becoming an agreement or option, for and upon the purchase, acquisition delivery or transfer from of such Securities to the Seller Purchaser as contemplated herein, the Purchaser will receive good and marketable title to such Securities, free and clear of any of the Subject Securities pledges, liens, security interests, claims, charges, or any interest therein or right theretoother encumbrances, including any right to vote, except the Acquiror pursuant to this Agreement; (gii) none of the execution and execution, delivery or performance by the Seller of this Agreement shall (a) conflict with, result in any breach of or constitute a default (or an event which, with the completion giving of notice or performance passage of time, or both, would constitute a default) under, any term or provision of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating organizational documents of the SellerSeller or any material indenture, if applicable; (ii) any agreement or other material instrument to which the Seller is a party or by which the Seller is bound or (b) violate any provision of any law, rule, regulation, order, decree or determination applicable to the Seller of any regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its respective properties, (iii) no registration with, consent or approval of, or other action by, any federal, state or other governmental agency, authority, administrative or regulatory body, arbitrator, court or other tribunal, foreign or domestic or any other Person, other than those registrations, consents, approvals or actions obtained or completed prior to such Closing Date is required in connection with the execution, delivery and performance of this Agreement by the Seller and the consummation by the Seller of the sale of the Securities and (iv) no proceedings are pending or, to the Seller’s property or assets is bound; or (iii) any judgmentknowledge, decree, order or award of any Governmental Authority with respect to threatened against the Seller, exceptbefore any federal, in the case of (ii) and (iii)state or other governmental agency, such breaches which could notauthority, individually administrative or regulatory body, arbitrator, court or other tribunal, foreign or domestic, which, singly or in the aggregate, impair the ability of could materially and adversely affect any action taken or to be taken by the Seller to perform its obligations under this Agreement or otherwise delay the Seller in performing such obligations; andAgreement. (hd) there are no legal proceedings The Seller has accounted for each sale of each Security hereunder, in progress or pending before any Governmental Entityits books and financial statements, oras sales, consistent with United States generally accepted accounting principles. (e) The Seller is currently solvent and able to the knowledge of the Seller, threatened, against the Seller or the Seller’s affiliates that would adversely affect in any manner the Seller’s ability to enter into this Agreement and to perform pay its obligations hereunder. debts as they become due. (f) The representations and warranties of the Seller information set forth in this Article 5 shall, if Schedule I attached to the Seller related Xxxx of Sale is a director and/or officer of the Company, survive the Effective Date true and shall continue thereafter accurate in full force and effect for the benefit of the Acquiror without limitation as to time or, if the Seller is not a director and/or officer of the Company, expire and be terminated and extinguished on the earliest to occur of the Effective Time and the termination of this Agreement in accordance with Article 7all material respects.

Representations and Warranties of the Seller. 5.1 (a) The Seller represents, hereby represents and warrants and, where applicable, covenants to the Acquiror as follows and acknowledges that Servicer, the Acquiror is relying upon these representationsDepositor, warranties and covenants in connection with the entering into of this Agreement Issuer, the Owner Trustee and the Arrangement AgreementIndenture Trustee, for the benefit of the Securityholders, as of the Closing Date or such other date as is specified, that: (ai) if the Seller is a corporate body, the Seller has been duly formed and is validly existing under the laws of its jurisdiction of incorporation and has all necessary power and authority to execute and deliver this This Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement by the Seller and the performance by the Seller of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement and the performance of the Seller’s obligations hereunder; (c) this Agreement has been duly executed and delivered by the Seller and, assuming the due authorization, execution and delivery by the Acquiror, constitutes a legal, valid and binding obligationobligation of the Seller, enforceable by the Acquiror against the Seller in accordance with its provisionsterms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in general and other applicable Laws affecting creditor’s rights generally and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity); (i) the Seller is the beneficial owner of, or controls or directs the voting rights in respect of, the Subject Securities free and clear of any and all Liens; and (ii) Immediately prior to the only Shares, Options or other securities of the Company beneficially owned, or over which control or direction is exercised transfer by the Seller are those listed immediately under to the Seller’s name on Depositor of each HELOC, the signature pages heretoSeller had good and equitable title to each HELOC subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature; (eiii) As of the Closing Date, the Seller has transferred all of its right, title and interest in the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior HELOCs to the Effective Time, be beneficially owned solely by the Seller with good and marketable title thereto, free and clear of any and all LiensDepositor; (fiv) no individual The Seller has not transferred the HELOCs to the Depositor with any intent to hinder, delay or entity defraud any of its creditors; (v) The Seller has any agreement been duly organized and is validly existing as a limited liability partnership in good standing under the laws of New York, with full power and authority to own its assets and conduct its business as presently being conducted; (vi) The HELOCs constitute either “promissory notes” or option“payment intangibles” within the meaning of the UCC; (vii) The Seller has obtained all necessary consents and approvals required to enter into and perform its obligations under, this Agreement, including the sale of the HELOCs hereunder; (viii) The Seller has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the HELOCs granted to the Indenture Trustee pursuant to the Indenture; (ix) Other than the sale of the HELOCs hereunder, the Seller has not pledged, assigned, sold, granted a security interest in, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of otherwise conveyed any of the Subject Securities or HELOCs. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the HELOCs other than any financing statement relating to the security interest therein or right thereto, including any right granted to vote, except the Acquiror Indenture Trustee pursuant to this Agreement; (g) none the Indenture or that has been terminated. The Seller is not aware of the execution and delivery by the Seller of this Agreement any judgment or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents of tax lien filings against the Seller, if applicable; (ii) any agreement or instrument to which the Seller is a party or by which the Seller or any of the Seller’s property or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority with respect to the Seller, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability of the Seller to perform its obligations under this Agreement or otherwise delay the Seller in performing such obligations; and (hx) there are no legal proceedings It is understood and agreed that the representations and warranties set forth in progress or pending before any Governmental Entity, or, (1) through (9) above shall survive the transfer of the HELOCs to the knowledge of Trust. (b) It is understood and agreed that the Seller, threatened, against the Seller or the Seller’s affiliates that would adversely affect in any manner the Seller’s ability to enter into this Agreement and to perform its obligations hereunder. The representations and warranties of the Seller set forth in Sections 2.09(a)(1) through (9) shall survive the execution and delivery of this Article 5 shallAgreement. The Seller shall indemnify the Servicer, if the Seller, the Owner Trustee, the Indenture Trustee, and the Issuer and hold each of the Servicer, the Depositor, the Indenture Trustee and the Issuer harmless against any loss, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the Seller’s representations and warranties contained in Sections 2.09(a)(1) through (9) hereof. It is understood and agreed that the enforcement of the obligation of the Seller is a director and/or officer set forth in this Section 2.09 to indemnify the Servicer, the Owner Trustee, the Indenture Trustee and the Issuer as provided in this Section 2.09 constitutes the sole remedy of the CompanyIndenture Trustee, survive the Effective Date Servicer, the Owner Trustee and shall continue thereafter in full force and effect for the benefit Issuer with respect to a breach by the Seller of the Acquiror without limitation as to time or, if representations and warranties in Sections 2.09(a)(1) through (9) hereof. Any cause of action against the Seller is not a director and/or officer relating to or arising out of the Company, expire and be terminated and extinguished on the earliest to occur breach of the Effective Time representations and warranties made in Sections 2.09(a)(1) through (9) hereof shall accrue upon discovery of such breach by the termination of this Agreement in accordance with Article 7.Issuer, the Servicer, the Seller or the Indenture Trustee

Representations and Warranties of the Seller. 5.1 The Seller represents, represents and warrants and, where applicable, covenants to the Acquiror Purchaser as follows and acknowledges that the Acquiror is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreementfollows: (a) if the The Seller is a corporate body, the Seller has been duly formed and is validly existing limited partnership organized under the laws of its jurisdiction the Commonwealth of incorporation Massachusetts and is qualified under the laws of the Commonwealth of Massachusetts to conduct business therein. (b) The Seller has all necessary the full, legal right, power and authority to execute and deliver this Agreement and all documents now or hereafter to be executed by the Seller pursuant to this Agreement (collectively, the "Seller's Documents"), to consummate the transaction contemplated hereby, and to perform its obligations hereunder; (b) the execution hereunder and delivery of this Agreement by the Seller and the performance by the Seller of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement and the performance of under the Seller’s obligations hereunder;'s Documents. (c) this This Agreement has been duly executed and delivered the Seller's Documents do not and will not contravene any provision of the limited partnership agreement of the Seller, any judgment, order, decree, writ or injunction issued against the Seller, or, to the Seller's actual knowledge, any provision of any laws or governmental ordinances, rules, regulations, orders or requirements (collectively, the "Laws") applicable to the Seller. The consummation of the transactions contemplated hereby will not result in a breach or constitute a default or event of default by the Seller and, assuming the due authorization, execution and delivery by the Acquiror, constitutes a legal, valid and binding obligation, enforceable by the Acquiror against under any agreement to which the Seller or any of its assets are subject or bound and will not result in accordance with its provisionsa violation of any Laws applicable to the Seller. (d) The Seller has no actual knowledge of any leases, subject licenses, other occupancy agreements or material agreements which will survive termination of the Lease and the conveyance of the Property to bankruptcyPurchaser affecting any portion of the Property on the date hereof, insolvency and other applicable Laws affecting creditor’s rights generally and general principles of equity; except for (i) the Seller is Lease described in Schedule 4 annexed 18 hereto and made a part hereof (the beneficial owner of, or controls or directs the voting rights in respect of, the Subject Securities free and clear of any and all Liens"Lease"); and (ii) any other instrument described on Schedule 4. To Seller's actual knowledge, the only Shares, Options or other securities copy of the Company beneficially owned, or over which control or direction is exercised Lease furnished by the Seller are those to the Purchaser is true and complete. To the Seller's actual knowledge, the Lease is in full force and effect, without any material default by the Seller or the tenant thereunder. To the Seller's actual knowledge, except as listed immediately on Schedule 4, the Seller has not given or received any notice of default which remains uncured or unsatisfied, with respect to the Lease, nor does any condition exist which with the passage of time the giving of notice or would constitute a default under the Seller’s name on Lease by Seller or the signature pages hereto;tenant under the Lease. (e) the Seller has the sole right to vote all the Subject Securities and all such Subject Securities shall, immediately prior to the Effective Time, be beneficially owned solely by the Seller with good and marketable title thereto, free and clear of any and all Liens; (f) no individual or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Seller of any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Acquiror pursuant to this Agreement; (g) none of the execution and delivery by the Seller of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Seller will result in a breach of: (i) the constating documents of To the Seller's actual knowledge, if applicable; (ii) any agreement there are no pending actions, suits, proceedings or instrument investigations to which the Seller is a party before any court or by which the Seller or any of the Seller’s property or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority other governmental authority with respect to the Property owned by the Seller except as set forth on Schedule 5 hereto. To the best of Seller's actual knowledge, exceptSeller has not received written notice of a threat of any such actions, suits, proceedings or investigations except as set forth on Schedule 5. (f) To the best of Seller's actual knowledge, Seller has not received notice from any insurance company of any defects or inadequacies in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability any portion of the Seller to perform its obligations under this Agreement or otherwise delay the Seller in performing such obligations; andProperty. (hg) there are no legal proceedings in progress or pending before any Governmental Entity, or, to From and after the knowledge of the Seller, threatened, against the Seller or the Seller’s affiliates that would adversely affect in any manner the Seller’s ability to enter into this Agreement and to perform its obligations hereunder. The representations and warranties of the Seller set forth in this Article 5 shall, if the Seller is a director and/or officer of the Company, survive the Effective Date and shall continue thereafter in full force and effect for the benefit of the Acquiror without limitation as to time or, if the Seller is not a director and/or officer of the Company, expire and be terminated and extinguished on the earliest to occur of the Effective Time and date hereof until the termination of this Agreement by virtue of sale of the Property to the Purchaser or otherwise, the Seller shall not enter into any agreement for the sale of the Property, including, without limitation, any agreement for the sale of the Property which is contingent upon the termination of this Agreement. (h) Except as set forth in accordance with Article 7the Lease and in this Agreement, Seller has not granted any options to acquire the Property or leases to occupy all or any portion of the Property, which remain in effect.