Common use of Representations, Warranties and Covenants of Buyer Clause in Contracts

Representations, Warranties and Covenants of Buyer. Buyer makes the following representations, warranties and covenants: (a) Buyer is a limited partnership duly organized and validly existing in good standing under the laws of the State of Delaware and has full power and authority to carry on its business as presently conducted and to execute and deliver this Agreement and perform its obligations under this Agreement. Buyer is duly qualified to do business and is in good standing in each jurisdiction, including the State of Mississippi, in which Buyer is required to qualify to do business as a foreign limited partnership. (b) The execution, delivery and performance by Buyer of this Agreement have been duly authorized by all necessary partnership action on the part of Buyer and neither the execution, delivery or the performance of this Agreement by Buyer, nor the fulfillment of the terms, provisions and conditions of this Agreement by Buyer (i) requires any approval or consent of any trustee or holders of any indebtedness or obligations of Buyer other than in connection with obtaining necessary financing for the Facility, (ii) subject to receipt of all necessary regulatory approvals with respect to the Facility, contravenes any law or any government rule, regulation or order binding on Buyer, (iii) violates the partnership agreement of Buyer, or (iv) contravenes the provisions of, or constitutes an event of default (or other event which after lapse of time, notice or both would constitute an event of default) under any indenture, deed of trust, contract or other agreement to which Buyer is a party or by which Buyer is affected or bound. (c) This Agreement has been duly executed and delivered by Buyer and constitutes a legal, valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws, as well as to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (d) There are no actions, suits or proceedings pending other than pending permit applications required for the Facility, nor, to the best of Buyer's knowledge, are any actions, suits or proceedings threatened before any court, administrative agency, arbitrator or governmental body which might, if determined adversely to Buyer, materially and adversely affect the business or financial condition of Buyer, or materially and adversely affect the ability of Buyer to perform its obligations under this Agreement. (e) Buyer intends to operate the forwarding, receiving and all material handling systems in accordance with OSHA. (f) To the best of Buyer's knowledge and belief, Buyer is in compliance in all material respects with all applicable statutes and regulations of the United States of America, all states and municipalities and all agencies and instrumentalities of the foregoing, relating to the conduct of its business and ownership of its properties to the extent necessary to perform its obligations under this Agreement, and Buyer shall continue to be in compliance in all such material respects until the Term is completed.

Representations, Warranties and Covenants of Buyer. Buyer makes represents and warrants to the following representations, warranties Company and covenantsArch as follows: (a) Buyer is a limited partnership duly organized and validly existing in good standing an "accredited investor" as defined under Rule 501 of Regulation D promulgated under the laws Securities Act of 1933, as amended (the State of Delaware and has full power and authority to carry on its business as presently conducted and to execute and deliver this Agreement and perform its obligations under this Agreement. Buyer is duly qualified to do business and is in good standing in each jurisdiction, including the State of Mississippi, in which Buyer is required to qualify to do business as a foreign limited partnership"Securities Act"). (b) The executionBuyer is acquiring the Company Shares and the Arch Shares (collectively, delivery the "Subject Shares") for its own account and performance by Buyer of this Agreement have been duly authorized by all necessary partnership action on the part of Buyer and neither the execution, delivery or the performance of this Agreement by Buyer, nor the fulfillment not with a view to any distribution of the terms, provisions and conditions Subject Shares in violation of this Agreement by Buyer (i) requires any approval or consent of any trustee or holders of any indebtedness or obligations of Buyer other than in connection with obtaining necessary financing for the Facility, (ii) subject to receipt of all necessary regulatory approvals with respect to the Facility, contravenes any law or any government rule, regulation or order binding on Buyer, (iii) violates the partnership agreement of Buyer, or (iv) contravenes the provisions of, or constitutes an event of default (or other event which after lapse of time, notice or both would constitute an event of default) under any indenture, deed of trust, contract or other agreement to which Buyer is a party or by which Buyer is affected or boundSecurities Act. (c) Buyer acknowledges that it has significant prior investment experience, and Buyer recognizes the highly speculative nature of this investment. (d) Buyer acknowledges that the Subject Shares have not been passed upon or reviewed by the Securities and Exchange Commission. Buyer agrees that it will not sell, transfer or otherwise dispose of any of the Subject Shares it is acquiring hereunder unless they are registered under the Securities Act, or unless an exemption from such registration is available. Buyer understands that the Subject Shares have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act. (e) This Agreement has been duly executed and delivered by Buyer and constitutes a legal, valid and binding agreement and obligation of Buyer, Buyer enforceable against Buyer in accordance with its terms, subject, however, subject to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws, as well as to limitations on enforcement by general principles of equity (regardless and bankruptcy or other laws affecting the enforcement of whether enforceability is considered in a proceeding in equity or at law). (d) There are no actions, suits or proceedings pending other than pending permit applications required for the Facility, nor, to the best of Buyer's knowledge, are any actions, suits or proceedings threatened before any court, administrative agency, arbitrator or governmental body which might, if determined adversely to Buyer, materially and adversely affect the business or financial condition of Buyer, or materially and adversely affect the ability of Buyer to perform its obligations under this Agreement. (e) Buyer intends to operate the forwarding, receiving and all material handling systems in accordance with OSHAcreditors' rights generally. (f) To the best This Agreement has been duly authorized, validly executed and delivered on behalf of Buyer's knowledge , and belief, Buyer is in compliance in all material respects with all applicable statutes has full power and regulations of authority to execute and deliver this Agreement and the United States of America, all states other agreements and municipalities documents contemplated hereby and all agencies and instrumentalities of the foregoing, relating to the conduct of its business and ownership of its properties to the extent necessary to perform its obligations under hereunder and thereunder. (g) Buyer has had access to any and all information concerning the Company that Buyer and its financial, tax and legal advisors required or considered necessary to make a proper evaluation of this Agreementinvestment. Specifically, Buyer has had the opportunity to review Company's annual report on Form 10-KSB for the year ended December 31, 2004, quarterly reports on Form 10-QSB for the quarterly period ended March 31, 2005, June 30, 2005 and September 30, 2005 (collectively, the "Securities Filings"). Buyer understands that: o The Company does not have sufficient working capital to execute its business plan, has substantial debt obligations and has no arrangements in place to provide it with adequate working capital. o Between December 31, 2003 and late 2005, the Company failed to comply with substantially all of the obligations imposed upon it by the Securities Exchange Act of 1934 Act. o The Company was delinquent in filing its annual reports on Form 10-KSB for the periods ended December 31, 2003 and December 31, 2004, was delinquent in filing is quarterly reports of Form 10-QSB for the quarterly periods ending in 2005, is delinquent in filing its quarterly reports on Form 10-QSB for the quarterly periods ending in 2003 and 2004 and is delinquent in filing required current reports on Form 8-K during these periods. In making the decision to acquire the Subject Shares, Buyer and its advisers have relied solely upon the Securities Filings, this Agreement and their own independent investigations, and fully understand that there are no guarantees, assurances or promises in connection with any investment hereunder and understand that the particular tax consequences arising from this investment in the Company will depend upon its individual circumstances. Buyer shall continue further understands that no opinion is being given as to be any securities or tax matters in compliance in all such material respects until the Term is completedconnection herewith.

Representations, Warranties and Covenants of Buyer. Buyer makes represents and warrants to Xybernaut, and covenants for the following representationsbenefit of Xybernaut, warranties and covenantsas follows: (a) Buyer is a limited partnership duly organized and validly existing in good standing under the laws of the State of Delaware and has full power and authority to carry on its business as presently conducted and to execute and deliver this Agreement and perform its obligations under this Agreement. Buyer is duly qualified to do business and is in good standing in each jurisdiction, including the State of Mississippi, in which Buyer is required to qualify to do business as a foreign limited partnership. (b) The execution, delivery and performance by Buyer of this Agreement have been duly authorized by all necessary partnership action on the part of Buyer and neither the execution, delivery or the performance of this Agreement by Buyer, nor the fulfillment of the terms, provisions and conditions of this Agreement by Buyer (i) requires any approval or consent of any trustee or holders of any indebtedness or obligations of Buyer other than in connection with obtaining necessary financing for the Facility, (ii) subject to receipt of all necessary regulatory approvals with respect to the Facility, contravenes any law or any government rule, regulation or order binding on Buyer, (iii) violates the partnership agreement of Buyer, or (iv) contravenes the provisions of, or constitutes an event of default (or other event which after lapse of time, notice or both would constitute an event of default) under any indenture, deed of trust, contract or other agreement to which Buyer is a party or by which Buyer is affected or bound. (c) This Agreement has been duly authorized, validly executed and delivered by Buyer and constitutes a legal, valid and binding agreement and obligation of Buyer, Buyer enforceable against Buyer in accordance with its terms, subject, however, subject to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws, as well as to limitations on enforcement by general principles of equity and bankruptcy or other laws affecting the enforcement of creditors' rights generally; (regardless b) Buyer has received and carefully reviewed copies of whether enforceability the Public Documents (as hereinafter defined). No representations or warranties have been made to Buyer by Xybernaut, the officers or directors or Xybernaut, or any agent, employee or affiliate of any of them, except as specifically set forth herein or as set forth in the other documents expressly referred to herein. Buyer understands that no federal, state, local or foreign governmental body or regulatory authority has made any finding or determination relating to the fairness of an investment in the Securities and that no federal, state, local or foreign governmental body or regulatory authority has recommended or endorsed, or will recommend or endorse, any investment in the Securities. Buyer, in making the decision to purchase the Securities, has relied upon independent investigation made by it and has not relied on any information or representations made by third parties; (c) Buyer understands that the Securities are being offered and sold to it in reliance on specific provisions of federal and state securities laws and that Xybernaut is considered in a proceeding in equity or at law).relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Buyer set forth herein for purposes of qualifying for exemptions from registration under the Securities Act, and applicable state securities laws; (d) There are no actions, suits or proceedings pending other than pending permit applications required for Buyer is an "accredited investor" as defined under Rule 501 of Regulation D promulgated under the Facility, nor, to the best of Buyer's knowledge, are any actions, suits or proceedings threatened before any court, administrative agency, arbitrator or governmental body which might, if determined adversely to Buyer, materially and adversely affect the business or financial condition of Buyer, or materially and adversely affect the ability of Buyer to perform its obligations under this Agreement.Securities Act; (e) The Buyer intends (i) is and will be acquiring the Securities for the Buyer's own account, and not with a view to operate any resale or distribution of the forwardingSecurities, receiving in whole or in part, in violation of the Securities Act or any applicable securities laws and all material handling systems in accordance (ii) has not offered or sold any of the Securities and has no present intention or agreement to divide the Securities with OSHA.others for purposes of selling, offering, distributing or otherwise disposing of any of the Securities Act; (f) To The offer and sale of the best Securities is intended to be exempt from registration under the Securities Act, by virtue of Section 4(2) and Regulation D promulgated under the Securities Act. Buyer understands that the shares of Common Stock purchased hereunder (the "Shares") and the shares of Common Stock underlying the Warrants have not been, and may never be, registered under the Securities Act; that the Shares cannot be sold, transferred, assigned, pledged or subjected to any lien or security interest unless they are first registered under the Securities Act and such state and other securities laws as may be applicable or in the opinion of counsel for Xybernaut an exemption from registration under the Securities Act is available (and then the Shares may be sold, transferred, assigned, pledged or subjected to a lien or security interest only in compliance with such exemption and all applicable state and other securities laws); and that the following legends will be placed upon the certificate for the Shares: "The Shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be offered for sale, sold or otherwise transferred, pledged or subjected to any lien or security interest, in the absence of an effective registration statement under the Securities Act or a written opinion of counsel for the Company that the Shares may be offered for sale, sold, transferred, pledged or subjected to a lien or security interest pursuant to an exemption under the Securities Act and such state and other securities laws as may be applicable." (g) Buyer (i) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in Xybernaut; and (ii) recognizes that the Buyer's knowledge and belief, investment in Xybernaut involves a high degree of risk; and (h) Buyer is capable of evaluating the risks and merits of an investment in compliance in all material respects with all applicable statutes and regulations of the United States of America, all states and municipalities and all agencies and instrumentalities of the foregoing, relating to the conduct Securities by virtue of its experience as an investor and its knowledge, experience, and sophistication in financial and business matters and ownership Buyer is capable of bearing the entire loss of its properties to investment in the extent necessary to perform its obligations under this Agreement, and Buyer shall continue to be in compliance in all such material respects until the Term is completedSecurities.

Representations, Warranties and Covenants of Buyer. (A) Buyer makes represents and warrants to Sellers that the following representations, warranties matters are true and covenantscorrect as of the Effective Date and will also be true and correct as of the Closing: (aI) Buyer is a limited partnership Maryland REIT, duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and has full power and authority to carry on its business as presently conducted and to execute and deliver this Agreement and perform its obligations under this Agreement. Buyer is duly qualified to do business and is in good standing in each jurisdiction, including the State of Mississippi, in which Buyer is required to qualify to do business as a foreign limited partnershipMaryland. (bII) The executionThis Agreement is, delivery and performance all the documents executed by Buyer of this Agreement have been which are to be delivered to Sellers at the Closing will be, duly authorized by all necessary partnership action on the part of Buyer authorized, executed, and neither the execution, delivery or the performance of this Agreement delivered by Buyer, nor the fulfillment of the termsand is and will be legal, provisions valid, and conditions of this Agreement by Buyer (i) requires any approval or consent of any trustee or holders of any indebtedness or binding obligations of Buyer other than in connection with obtaining necessary financing for the Facility, (ii) subject to receipt of all necessary regulatory approvals with respect to the Facility, contravenes any law or any government rule, regulation or order binding on Buyer, (iii) violates the partnership agreement of Buyer, or (iv) contravenes the provisions of, or constitutes an event of default (or other event which after lapse of time, notice or both would constitute an event of default) under any indenture, deed of trust, contract or other agreement to which Buyer is a party or by which Buyer is affected or bound. (c) This Agreement has been duly executed and delivered by Buyer and constitutes a legal, valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, subject, however, their respective terms (except to the effects of extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws, as well as other principles relating to general principles or limiting the right of equity (regardless of whether enforceability is considered in a proceeding in equity or at lawcontracting parties generally). (dIII) There are no actions, suits or proceedings pending other than pending permit applications required for the Facility, nor, That (A) prior to the best Closing, Buyer will have had the opportunity to investigate all physical and economic aspects of Buyer's knowledgethe Properties and to make all inspections and investigations of the Properties which Buyer deems necessary or desirable to protect its interests in acquiring the Properties, including, without limitation, review of the Leases (and the rights of the Tenant thereunder), building permits, financial statements, certificates of occupancy, environmental audits and assessments, toxic reports, surveys, investigation of land use and development rights, development restrictions and conditions that are or may be imposed by governmental agencies, agreements with associations affecting or concerning the Properties, the condition of title, soils and geological reports, engineering and structural tests, insurance contracts, contracts for work in progress, marketing studies, governmental agreements and approvals, architectural plans and site plans, and (B) except as otherwise expressly set forth in this Agreement, neither Seller, nor anyone acting for or on behalf of either Seller, has made any actionsrepresentation, suits warranty, promise or proceedings threatened before any courtstatement, administrative agencyexpress or implied, arbitrator or governmental body which might, if determined adversely to Buyer, materially and adversely affect the business or financial condition to anyone acting for or on behalf of Buyer, concerning the Properties or materially the condition, use or development thereof. Buyer further represents and adversely affect the ability of Buyer to perform its obligations under warrants that, in entering into this Agreement. (e) Buyer intends to operate the forwarding, receiving and all material handling systems in accordance with OSHA. (f) To the best of Buyer's knowledge and belief, Buyer is has not relied on any representation, warranty, promise or statement, express or implied, of either Seller, or anyone acting for or on behalf of either Seller, other than as expressly set forth in compliance in all material respects with all applicable statutes and regulations of the United States of America, all states and municipalities and all agencies and instrumentalities of the foregoing, relating to the conduct of its business and ownership of its properties to the extent necessary to perform its obligations under this Agreement, and that all matters concerning the Properties have been or shall be independently verified by Buyer prior to the Closing, and that Buyer shall continue purchase the Properties on Buyer's own prior investigation and examination (or Buyer's election not to do so); AND THAT, AS A MATERIAL INDUCEMENT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY SELLERS, BUYER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PROPERTIES ARE BEING SOLD "AS IS" WITH ALL FAULTS AND IN "AS IS" PHYSICAL CONDITION AND IN "AS IS" STATE OF REPAIR, WITH ALL FAULTS). Except as may be set forth in compliance in this Agreement, Buyer waives and releases Sellers from, and each Seller disclaims, all warranties of any type or kind whatsoever with respect to the Properties, whether express or implied, including, by way of description but not limitation, those of fitness for a particular purpose and use. Notwithstanding anything to the contrary herein, Buyer and Sellers acknowledge that any written disclosures made by either Seller prior to the Closing shall constitute notice to Buyer of the matter disclosed, and Sellers shall have no further liability thereafter if Buyer thereafter consummates the transaction contemplated hereby. (B) If the transaction contemplated by this Agreement is not consummated for any reason with respect to one or more Properties, within three Business Days after termination of this Agreement as to a Property, Buyer shall return to Sellers, and instruct any recipients of such material respects information or materials to return to Sellers, all copies and originals of information and materials related to such Property previously provided or made available for inspection by Sellers to Buyer. The provisions of this Section 7 shall survive any termination of this Agreement and the Closing. (C) Buyer shall keep Sellers apprised of its progress and filings with respect to the Windrose IPO to the extent permitted under applicable SEC and state rules and regulations, and Sellers agree to keep such information confidential until the Term is completedinformation has been released to the public and shall maintain such information in accordance with the applicable SEC and state rules and regulations.

Representations, Warranties and Covenants of Buyer. Buyer makes the following representations, warranties and covenants: (a) Buyer is a limited partnership represents and warrants that it has been duly organized and is validly existing as a limited liability company in good standing under the laws in its jurisdiction of the State of Delaware formation. (b) Buyer represents and warrants that it has full all requisite corporate power and authority to carry on its business as presently conducted and to execute and deliver this Agreement and to perform its obligations under hereunder, and that the execution, delivery and performance of this Agreement. Agreement by Buyer is have been duly qualified to do business and is in good standing in each jurisdiction, including the State of Mississippi, in which Buyer is required to qualify to do business as a foreign limited partnershipvalidly authorized by all necessary corporate action. (bc) The Buyer represents and warrants that the execution, delivery and performance by Buyer it of this Agreement have been duly authorized by all necessary partnership action on and the part of Buyer and neither the execution, delivery or the performance of this Agreement by Buyer, nor the fulfillment consummation of the termstransactions contemplated hereby will not conflict with, provisions and conditions of this Agreement by Buyer (i) requires or constitute or result in a breach, default or violation under, any approval contract, commitment, agreement, understanding, arrangement or consent restriction of any trustee or holders of any indebtedness or obligations of Buyer other than in connection with obtaining necessary financing for the Facility, (ii) subject to receipt of all necessary regulatory approvals with respect to the Facility, contravenes any law or any government rule, regulation or order binding on Buyer, (iii) violates the partnership agreement of Buyer, or (iv) contravenes the provisions of, or constitutes an event of default (or other event which after lapse of time, notice or both would constitute an event of default) under any indenture, deed of trust, contract or other agreement kind to which Buyer is a party or by which Buyer is affected bound and will not violate, with or bound. (c) This Agreement has been duly executed and delivered by Buyer and constitutes a legalwithout notice or passage of time or both, valid and binding agreement any statute, law, rule, regulation or order of Buyer, enforceable against Buyer in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws, as well as to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity any court or at law)governmental authority. (d) There are Buyer represents and warrants that there is no actionsauthorization, suits consent, order or proceedings pending other than pending permit applications approval of, or notice to, or filing with, any governmental authority required for the Facility, nor, to be obtained as a condition to the best lawful consummation by Buyer of Buyer's knowledge, are any actions, suits or proceedings threatened before any court, administrative agency, arbitrator or governmental body which might, if determined adversely the purchase of the Shares pursuant to Buyer, materially and adversely affect the business or financial condition of Buyer, or materially and adversely affect the ability of Buyer to perform its obligations under this Agreement. (e) Buyer intends to operate the forwardingrepresents and warrants that this Agreement constitutes a legal, receiving valid and all material handling systems binding obligation of Buyer, enforceable against it in accordance with OSHAits terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws affecting the enforceability of creditors’ rights generally and except that the remedy of specific performance or similar equitable relief may be subject to equitable defenses and to the discretion of the court before which enforcement is sought. (f) To Buyer understands that Seller may be in possession of material non-public information regarding the best of Buyer's knowledge Company, that such information has not been disclosed to it by Seller and belief, that Buyer waives any claims that it may have against the Seller in connection with Seller’s failure to disclose such information in connection with this Agreement. (g) Buyer is not a “U.S. person” as defined in compliance Rule 902 of Regulation S under the Securities Act. Buyer has been advised and acknowledges that in all material respects with all applicable statutes and regulations of selling the United States of AmericaShares to Buyer pursuant hereto, all states and municipalities and all agencies and instrumentalities of the foregoing, relating to Seller is relying upon the conduct of its business and ownership of its properties to exemption from registration provided by Regulation S under the extent necessary to perform its obligations under this Agreement, and Buyer shall continue to be in compliance in all such material respects until the Term is completedSecurities Act.

Representations, Warranties and Covenants of Buyer. The Buyer makes represents and warrants to the following representationsSeller, warranties and covenantscovenants for the benefit of the Seller, as follows: (a) The Buyer is a limited partnership duly organized acquiring the Seller Shares for his own uses and validly existing in good standing to obtain ownership and control of the Corporations; (b) The Buyer acknowledges that it has been furnished with all documents and other information regarding the Corporations that the Buyer has requested or desired to know and all other documents which could be reasonably provided have been made available for the Buyer’s inspection and review; (c) The Buyer acknowledges that the Seller Shares have not been passed upon or reviewed by the Securities and Exchange Commission. The Buyer agrees that it will not sell, transfer or otherwise dispose of any of the Seller Shares unless they are registered under the laws Securities Act, or unless an exemption from such registration is available. The Buyer understands that the Seller Shares have not been registered under the Securities Act and are being transferred by reason of a claimed exemption under the provisions of the State Securities Act; (d) This Agreement constitutes a valid and binding agreement and obligation of Delaware the Buyer enforceable against the Buyer in accordance with its terms, subject to limitations on enforcement by general principles of equity and bankruptcy or other laws affecting the enforcement of creditors' rights generally; (e) Buyer shall cause the 50,000 shares of Series A Preferred Stock to be submitted to the Transfer Agent of the Seller with instructions to transfer 50,000 shares of that stock to be transferred as instructed by the Seller at the time of closing. All necessary stock powers, instructions and documentation required of the Buyer to carry out the transfer by the Transfer Agent shall be provided by the Buyer. (f) This Agreement has been duly authorized, validly executed and delivered on behalf of the Buyer, and the Buyer has full power and authority to carry on its business as presently conducted and to execute and deliver this Agreement and perform its obligations under this Agreement. Buyer is duly qualified to do business the other agreements and is in good standing in each jurisdiction, including the State of Mississippi, in which Buyer is required to qualify to do business as a foreign limited partnership. (b) The execution, delivery documents contemplated hereby and performance by Buyer of this Agreement have been duly authorized by all necessary partnership action on the part of Buyer and neither the execution, delivery or the performance of this Agreement by Buyer, nor the fulfillment of the terms, provisions and conditions of this Agreement by Buyer (i) requires any approval or consent of any trustee or holders of any indebtedness or obligations of Buyer other than in connection with obtaining necessary financing for the Facility, (ii) subject to receipt of all necessary regulatory approvals with respect to the Facility, contravenes any law or any government rule, regulation or order binding on Buyer, (iii) violates the partnership agreement of Buyer, or (iv) contravenes the provisions of, or constitutes an event of default (or other event which after lapse of time, notice or both would constitute an event of default) under any indenture, deed of trust, contract or other agreement to which Buyer is a party or by which Buyer is affected or bound. (c) This Agreement has been duly executed and delivered by Buyer and constitutes a legal, valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws, as well as to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (d) There are no actions, suits or proceedings pending other than pending permit applications required for the Facility, nor, to the best of Buyer's knowledge, are any actions, suits or proceedings threatened before any court, administrative agency, arbitrator or governmental body which might, if determined adversely to Buyer, materially and adversely affect the business or financial condition of Buyer, or materially and adversely affect the ability of Buyer to perform its obligations under this Agreementhereunder and thereunder. (e) Buyer intends to operate the forwarding, receiving and all material handling systems in accordance with OSHA. (f) To the best of Buyer's knowledge and belief, Buyer is in compliance in all material respects with all applicable statutes and regulations of the United States of America, all states and municipalities and all agencies and instrumentalities of the foregoing, relating to the conduct of its business and ownership of its properties to the extent necessary to perform its obligations under this Agreement, and Buyer shall continue to be in compliance in all such material respects until the Term is completed.;

Representations, Warranties and Covenants of Buyer. (a) Buyer makes hereby represents, warrants and covenants to Seller that the following representations, warranties matters are true and covenantscorrect as of the execution of this Agreement and also will be true and correct as of the Close of Escrow: (ai) Buyer is a limited partnership liability company duly organized and formed, validly existing and in good standing under the laws of the State of Delaware and has full power and authority to carry on its business as presently conducted and to execute and deliver this Agreement and perform its obligations under this Agreement. Buyer is duly qualified to do business and is in good standing in each jurisdiction, including the State of Mississippi, in which Buyer is required to qualify to do business as a foreign limited partnershipDelaware. (bii) The execution, delivery This Agreement and performance all the documents to be executed and delivered by Buyer to Seller pursuant to the terms of this Agreement have been duly authorized by all necessary partnership action on the part of Buyer and neither the executionAgreement, delivery or the performance of this Agreement by Buyer, nor the fulfillment of the terms, provisions and conditions of this Agreement by Buyer (i) requires any approval have been or consent of any trustee or holders of any indebtedness or obligations of Buyer other than in connection with obtaining necessary financing for the Facilitywill be duly authorized, executed and delivered by Buyer, (ii) subject to receipt are or will be legal, valid and binding obligations of all necessary regulatory approvals with respect to Buyer as of the Facility, contravenes any law or any government rule, regulation or order binding on Buyerdate of their respective executions, (iii) violates are or will be enforceable in accordance with their respective terms (except to the partnership agreement extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of Buyercontracting parties generally), or and (iv) contravenes do not, and will not at, the Close of Escrow, violate any provisions of, or constitutes an event of default (or other event which after lapse of time, notice or both would constitute an event of default) under any indenture, deed of trust, contract or other agreement to which Buyer is a party party. Buyer shall deliver to Seller, within thirty (30) days after Opening of Escrow, a set of resolutions signed by all of the members of Buyer confirming the due authorization, execution and delivery of this Agreement by Buyer and the person(s) authorized to execute any agreement or by which other instrument to be delivered in connection with this Agreement. (iii) To Buyer’s actual knowledge, Buyer is affected not included on the List of Specially Designated Nationals and Blocked Persons maintained by the Office of Foreign Assets Control (“OFAC”), or boundresides in, or is organized or chartered under the laws of, (A) a jurisdiction that has been designated by the U.S. Secretary of the Treasury under Section 311 or 312 of the Patriot Act (defined below) as warranting special measures due to money laundering concerns or (B) any foreign country that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering, of which the United States is a member and with which designation the United States representative to the group or organization continues to concur. As used herein, the term “Patriot Act” means the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, which comprises Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as reauthorized by the USA Patriot Improvement and Reauthorization Act of 2005. As used herein, the term “actual knowledge” as it relates to Buyer shall mean the actual knowledge (without investigation or the duty to conduct investigation) of Xxxx Xxxxxxxx. (b) Buyer hereby agrees and acknowledges that (i) it is buying the Property on an “AS-IS” basis; (ii) it has made or will have made its own investigations and inspections of the Property, including, without limitation, the physical aspects of the Property and the Property’s compliance with all laws applicable to the Property and the Property’s fitness for its current or intended use or development (including without limitation the availability of future governmental permits or entitlements for the Property); (iii) in connection with its investigations and inspections of the Property it has contracted or had the opportunity to contract with certain advisors and consultants, including, but not limited to, environmental consultants, engineers and geologists, to conduct such environmental, hazardous material, geological, soils, hydrology, seismic, endangered species, archeological, physical, structural, mechanical and other inspections of the Property as Buyer deemed to be necessary; (iv) by the expiration of the Feasibility Period it will have approved the reports of such advisors and consultants; (v) it is relying solely on such reports and its own investigations as to the Property, its condition and other characteristics and compliance with laws; and (vi) except for the representations and warranties set forth in Section 9, it is not making the purchase of the Property in reliance upon any statements or representations, express or implied, made by Seller or its agents or brokers, as ·to the condition of or characteristics of the Property, its fitness for use for any particular purpose, or the Property’s compliance with any zoning or other rules, regulations, laws or statutes applicable to the Property, or the uses permitted on or the development requirements for or any other matters relating to the Property. Except as set forth in Section 9, Seller has no liability nor responsibility to Buyer in connection with the matters set forth in this Section 8(b), including, without limitation, any liability under any laws, rules, regulations or ordinances regulating the environment, Hazardous Materials (defined below), or human health and safety, or any latent or patent defects. Without limiting the foregoing, Buyer has not relied on any comparable sales or rents provided by Seller or any of its agents or representatives with respect to the value or cash flow of the Property, nor has Buyer relied on any value or cash flow projections, lease abstracts, tenant information or general information provided by Seller or any of its agents or representatives regarding the Property’s submarket or the availability of entitlements to redevelop the Property. As used herein, the term “Hazardous Materials” means any chemicals, materials, compounds or substances, which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, reproductive toxicant, mutagenic, reactive, or otherwise hazardous or defined as, listed or included in the definition of “hazardous substance,” “hazardous materials,” “hazardous wastes,” “universal waste,” “bio-hazardous wastes,” “medical wastes,” “radioactive wastes,” “pharmaceutical wastes,” “commingled wastes,” “toxic substances,” “toxin,”, “pollutant”, “contaminant,” or words of similar usage and import under any federal, applicable state or local statute, regulation, rule or ordinance or amendments thereto, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §§ 9601 et. seq.) and/or the Resource Conservation and Recover Act (42 U.S.C. §§ 6901 et. seq.), including petroleum or any petroleum products, constituents, additives, or derivatives thereof; radioactive materials; radionuclide; radon gas; mercury; asbestos and asbestos-containing materials; mold (including without limitation materials governed by California’s Toxic Mold Protection Act (Cal. Health & Safety Code §§26100-26156; stats 2001, ch 584)); polychlorinated biphenyls and any transformers or other equipment that contains dielectric fluids containing polychlorinated biphenyls; and any other chemical, material, waste or substance, the use, handling, storage, treatment, disposal, release, discharge of, or exposure to which is prohibited, limited or otherwise regulated. (c) This Agreement has been duly executed and delivered by Buyer and constitutes a legalNEITHER SELLER NOR ANY OTHER PARTY ACTING (OR PURPORTING TO ACT) ON BEHALF OF SELLER, valid and binding agreement of BuyerHAS MADE ANY (AND SELLER HEREBY DISCLAIMS ANY) REPRESENTATION OR WARRANTY OF ANY KIND OF NATURE CONCERNING THE EXISTENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, enforceable against Buyer in accordance with its termsUNDER OR ABOUT THE PROPERTY (OR OTHER PARCELS IN PROXIMITY THERETO), subjectINCLUDING WITHOUT LIMITATION (1) AIR QUALITY OR WATER CONDITIONS, howeverOR (2) MATTERS DISCLOSED BY THE ENVIRONMENTAL REPORTS INCLUDED IN THE PROPERTY DOCUMENTS OR OTHERWISE MADE AVAILABLE TO OR OBTAINED BY BUYER (THE MATTERS STATED THEREIN BEING REFERRED TO AS THE “ENVIRONMENTAL DISCLOSED MATTERS”). BUYER SHALL TAKE TITLE TO THE PROPERTY SUBJECT TO ANY AND ALL HAZARDOUS MATERIALS WHICH MAY EXIST AT, to the effects of bankruptcyUNDER OR ABOUT THE PROPERTY (OR OTHER PARCELS IN PROXIMITY THERETO), insolvencyWHETHER KNOWN OR UNKNOWN, reorganizationDISCLOSED OR UNDISCLOSED, moratorium and similar lawsINCLUDING, as well as to general principles of equity WITHOUT LIMITATION, THE ENVIRONMENTAL DISCLOSED MATTERS, AND ANY AND ALL CLAIMS AND/OR LIABILITIES RELATING THERETO IN ANY MANNER WHATSOEVER (regardless of whether enforceability is considered in a proceeding in equity or at lawANY OF THE FOREGOING DESCRIBED IN THIS SUBPARAGRAPH (C) BEING REFERRED TO AS “ENVIRONMENTAL CONDITIONS”). (d) There are no actionsBUYER ACKNOWLEDGES THAT BUYER’S OPPORTUNITY FOR INSPECTION AND INVESTIGATION OF THE PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) HAS BEEN ADEQUATE TO ENABLE BUYER TO MAKE BUYER’S OWN DETERMINATION WITH RESPECT TO ENVIRONMENTAL CONDITIONS. FURTHERMORE, suits or proceedings pending other than pending permit applications required for the FacilityBUYER’S CLOSING HEREUNDER SHALL BE DEEMED TO CONSTITUTE AN EXPRESS WAIVER OF THE RIGHT OF BUYER AND ITS SUCCESSORS AND ASSIGNS TO XXX SELLER AND OF BUYER’S RIGHT TO CAUSE SELLER TO BE JOINED IN AN ACTION BROUGHT UNDER ANY FEDERAL, norSTATE OR LOCAL LAW, to the best of Buyer's knowledgeRULE, are any actionsACT OR REGULATION NOW EXISTING OR HEREAFTER ENACTED OR AMENDED WHICH PROHIBITS OR REGULATES THE USE, suits or proceedings threatened before any courtHANDLING, administrative agencySTORAGE, arbitrator or governmental body which mightTRANSPORTATION OR DISPOSAL OF HAZARDOUS MATERIALS OR WHICH REQUIRES REMOVAL OR REMEDIAL ACTION WITH RESPECT TO SUCH HAZARDOUS MATERIALS, if determined adversely to BuyerSPECIFICALLY INCLUDING, materially and adversely affect the business or financial condition of Buyer, or materially and adversely affect the ability of Buyer to perform its obligations under this AgreementBUT NOT LIMITED TO THE STATUTES SET FORTH ABOVE IN THE DEFINITION OF HAZARDOUS MATERIALS. (e) Section 25359.7 of the California Health and Safety Code requires owners of nonresidential property who know or have reasonable cause to believe that a release of a hazardous material has come to be located on or beneath real property to provide written notice of that condition to a buyer of said real property. Buyer intends acknowledges that Seller has disclosed to operate Buyer all matters described in the forwardingEnvironmental Disclosed Matters. By Buyer’s execution of this Agreement, Buyer (i) acknowledges Buyer’s receipt of the foregoing notice given pursuant to Section 25359.7 of the California Health and Safety Code, (ii) has become or will become fully aware prior to the Close of Escrow of the matters described in the Environmental Disclosed Matters, a copy of which Buyer has received and has reviewed; and (iii) as of Close of Escrow and after receiving advice of Buyer’s legal counsel, waives any and all material handling systems in accordance with OSHArights or remedies whatsoever, express, implied, statutory or by operation of law, Buyer may have against Seller and arising under Section 25359.7 of the California Health and Safety Code. (f) To Effective on the best Close of Buyer's knowledge Escrow, and beliefexcept with respect to the matters specifically set forth in Section 9, Buyer is hereby releases Seller from and waives all claims against Seller, at law or in compliance in all material respects with all applicable statutes and regulations equity, whether known or unknown, suspected or unsuspected which Buyer has or may have, arising out of or related to Environmental Conditions, the value, cashflow or physical condition of the United States Property, its compliance with applicable law, the status or availability of Americaentitlements for the Property, all states and municipalities and all agencies and instrumentalities of the foregoing, relating or its fitness for Buyer’s intended purpose. (g) With respect to the conduct of its business and ownership of its properties to the extent necessary to perform its obligations under foregoing release by Buyer contained in this Agreement, Buyer expressly waives the provisions of California Civil Code § 1542, which provides as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” (h) Each covenant, agreement, representation and Buyer warranty contained in this Section 8 shall continue to be in compliance in all such material respects until survive the Term is completedClose of Escrow or termination of this Agreement.

Representations, Warranties and Covenants of Buyer. 6.1 Buyer makes represents, warrants, and covenants to Seller that as of the following representations, warranties date hereof and covenantsthe Closing Date: (a) Buyer is a limited partnership duly organized 6.1.1 Buyer’s execution of and validly existing in good standing performance under the laws of the State of Delaware and has full power and authority to carry on its business as presently conducted and to execute and deliver this Agreement do not and perform its obligations under this Agreement. Buyer is duly qualified to do business and is in good standing in each jurisdiction, including the State of Mississippi, in which Buyer is required to qualify to do business as shall not constitute a foreign limited partnership. (b) The execution, delivery and performance by Buyer of this Agreement have been duly authorized by all necessary partnership action on the part of Buyer and neither the execution, delivery or the performance of this Agreement by Buyer, nor the fulfillment of the terms, provisions and conditions of this Agreement by Buyer (i) requires any approval or consent breach of any trustee or holders of any indebtedness or obligations of Buyer other than in connection with obtaining necessary financing for the Facilityagreement, (ii) subject to receipt of all necessary regulatory approvals with respect to the Facilityunderstanding, contravenes any law or any government ruleorder, regulation or order binding on Buyer, (iii) violates the partnership agreement of Buyerjudgment, or (iv) contravenes the provisions ofdecree, written or constitutes an event of default (or other event which after lapse of timeoral, notice or both would constitute an event of default) under any indenture, deed of trust, contract or other agreement to which Buyer is a party or by which Buyer is affected or may be bound. (c) This Agreement 6.1.2 Buyer has been duly executed full power and delivered by Buyer authority to execute, deliver, and constitutes a legal, valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws, as well as to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (d) There are no actions, suits or proceedings pending other than pending permit applications required for the Facility, nor, to the best of Buyer's knowledge, are any actions, suits or proceedings threatened before any court, administrative agency, arbitrator or governmental body which might, if determined adversely to Buyer, materially and adversely affect the business or financial condition of Buyer, or materially and adversely affect the ability of Buyer to perform its obligations under consummate this Agreement. (e6.1.3 Buyer is not, and to Buyer’s knowledge, each person or entity owning an interest in Buyer is not, nor prior to Closing or the earlier termination of this Agreement, will become, a person or entity with whom a U.S. Person is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under United States laws, regulations, executive orders, lists published by OFAC, including those executive orders and lists published by OFAC with respect to persons or entities that have been designated by executive order or by the sanction regulations of OFAC as persons or entities with whom U.S. persons may not transact business or must limit their interactions to types approved by OFAC or otherwise. Buyer is not, and to Buyer’s knowledge, each person or entity owning an interest in Buyer is not, an Embargoed Person) and to Buyer’s knowledge, none of the funds or other assets of Buyer intends to operate the forwardingconstitute property of, receiving and all material handling systems in accordance with OSHAor are beneficially owned, directly or indirectly, by any Embargoed Person. (f) To 6.1.4 Buyer has inspected, or will have inspected, the best Property and is or will become thoroughly familiar with its condition. Buyer acknowledges and agrees that Seller has not made and does not hereby make any representations, warranties, or covenants of Buyer's knowledge and beliefany kind or character whatsoever with respect to the Property, whether express or implied, except as expressly set forth in this Agreement. In purchasing the Property, Buyer is not relying upon any warranties, promises, guarantees, or representations made by Seller, Broker (as hereinafter defined), or anyone acting or claiming to act on behalf of Seller or Broker, except as otherwise expressly set forth in compliance in all material respects with all applicable statutes this Agreement. 6.2 The representations, warranties and regulations covenants of the United States of America, all states and municipalities and all agencies and instrumentalities of the foregoing, relating to the conduct of its business and ownership of its properties to the extent necessary to perform its obligations Buyer under this Agreement, and Buyer Article 6 shall continue to be in compliance in all such material respects until survive the Term is completedClosing Date for a period of six (6) months.

Representations, Warranties and Covenants of Buyer. Buyer makes the following representationsrepresents, warranties warrants and covenantscovenants to Seller as follows: (a) Buyer is a limited partnership duly organized and validly existing in good standing under the laws of the State of Delaware and has full all requisite corporate power and authority to carry on its business as presently conducted and to execute and deliver enter into this Agreement and to consummate the transactions contemplated hereby and to perform its obligations under this Agreementhereunder. Buyer is duly qualified the lawful owner of its Proprietary Rights and the Monitoring Services and has the right to do business utilize them as contemplated herein, free and is in good standing in each jurisdictionclear of all liens, including the State mortgages, pledges, security interests, restrictions, prior assignments, encumbrances and claims of Mississippi, in which Buyer is required to qualify to do business as a foreign limited partnership. (b) any kind. The execution, delivery delivery, and performance by Buyer of this Agreement have been duly authorized by all necessary partnership action on and the part of Buyer and neither the execution, delivery or the performance of this Agreement by Buyer, nor the fulfillment consummation of the terms, provisions transactions contemplated hereby do not and conditions of this Agreement by Buyer (i) requires any approval or consent will not result in the violation of any trustee or holders of any indebtedness or obligations of Buyer other than in connection with obtaining necessary financing for the Facilityagreement, (ii) subject to receipt of all necessary regulatory approvals with respect to the Facility, contravenes any law or any government rule, regulation or order binding on Buyer, (iii) violates the partnership agreement of Buyerinstrument, or (iv) contravenes the provisions of, or constitutes an event of default (or other event which after lapse of time, notice or both would constitute an event of default) under any indenture, deed of trust, contract or other agreement to which Buyer is a party or by which it is bound or of any federal or state judgment, order, writ, decree, statute, rule, regulation or restriction applicable to Buyer, and do not and will not result in a material conflict with or constitute, with or without the passage of time or giving of notice, either a material default under any such provision or an event that results in the creation of any material lien, charge, or encumbrance upon Buyer's assets or the suspension, revocation, impairment, forfeiture, or nonrenewal of any material permit, license, authorization, or approval applicable to Buyer. No third party has asserted, or threatened to assert, a claim that it owns all or any part of Buyer's Proprietary Rights or the Monitoring Services. (b) Buyer is affected owns or boundpossesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, and proprietary rights and processes necessary for its business as now conducted without any conflict with, or infringement of the rights of, others. There are no outstanding options, licenses, or agreements of any kind relating to the Monitoring Services. Buyer has not received any communications alleging that it has violated or, by providing Monitoring Services, would violate any of the patents, trademarks, service marks, trade names, copyrights, trade secrets, or other proprietary rights or processes of any other person or entity. (c) This Neither this Agreement has been duly executed and delivered by Buyer and constitutes a legal(or any term hereof) nor the performance of or exercise of rights under this Agreement, valid and binding agreement of is restricted by, contrary to, in conflict with, ineffective under, requires registration or approval or tax withholding under, or affects Buyer's Proprietary Rights (or the duration thereof) under, enforceable against Buyer in accordance with its termsor will require any termination payment or compulsory licensing under, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws, as well as to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity any applicable law or at law)regulation. (d) There are no actions, suits or proceedings pending other than pending permit applications required Except for the FacilityFDA clearances described in Section 10(a), norBuyer has ------------- all franchises, permits, licenses, and any similar authority necessary for Buyer to consummate the best transactions contemplated hereby. Buyer is not in default in any material respect under any of such franchises, permits, licenses or other similar authority. Buyer shall at all times, at Buyer's knowledgesole expense, are any actions, suits or proceedings threatened before any court, administrative agency, arbitrator or governmental body which might, if determined adversely materially comply with all applicable laws and regulations relating to Buyer, materially and adversely affect the business or financial condition of Buyer, or materially and adversely affect the ability of Buyer to perform its obligations under this Agreement's activities. (e) Buyer intends shall promptly notify Seller of any malfunction or deterioration in the performance of Seller's Products or Monitoring Services of which Buyer becomes aware that might lead to operate or may have led to the forwardingdeath or serious injury of a patient or user or any actual or potential government action relevant to a Product or the Monitoring Services, receiving to the extent such incidents must be reported to the FDA under applicable federal law. If and all material handling systems to the extent requested by Seller in accordance with OSHAwriting and if required by the FDA, Buyer will suspend use of such Product in the provision of Monitoring Services. (f) To Except for the best FDA clearances described in Section 10(a), no consent, ------------- approval, qualification, order or authorization of, or filing with, any local, state, or federal governmental authority is required on the part of Buyer in connection with Buyer's performance of this Agreement. (g) There is no action, suit, proceeding, or investigation pending or currently threatened against Buyer that questions the validity of this Agreement or the ownership of the Proprietary Rights of Buyer's knowledge and belief, . Buyer is not a party to or named in compliance or subject to any order, writ, injunction, judgment, or decree of any court, government agency, or instrumentality. (h) Buyer has in all material respects full force and effect fire and casualty insurance policies, with all applicable statutes and regulations of the United States of Americaextended coverage, all states and municipalities and all agencies and instrumentalities of the foregoing, relating sufficient in amount (subject to the conduct of its business and ownership reasonable deductibles) to allow it to replace any of its properties that might be damaged or destroyed. Buyer has in full force and effect products liability insurance in amounts customary for companies similarly situated. (i) Buyer shall use reasonable commercial efforts to successfully market Monitoring Services (including training and other support) on a continuing basis and shall comply with good business practices relevant to this Agreement or the subject matter hereof. (j) Buyer shall report on a quarterly basis the names and addresses of customers who receive Monitoring Services utilizing the Products and fully cooperate in any decision by Seller to recall, retrieve and/or replace any Product; provided, however, that Seller may utilize such names and addresses -------- ------- solely to comply with regulatory requirements and shall be prohibited from utilizing such names and addresses for any commercial purpose. (k) Buyer hereby grants to Seller a limited right to access the Data (as such term is defined below) on terms deemed acceptable to Buyer for the sole purpose of improving and refining the Products and Seller's software; provided, -------- however, that Buyer shall not be obligated to allow Seller access to any such ------- Data if to do so would constitute a violation of any law or regulation. Notwithstanding the limited access right described above, Seller hereby acknowledges it has no ownership rights in or to the extent necessary to perform its obligations under this AgreementData, that the Data is the sole property of Buyer, and Buyer that Seller may not use or otherwise reveal the Data for any purpose other than that of improving and refining the Products and Seller's software. All expenses associated with collecting and providing the Data to Seller shall continue to be in compliance in all such material respects until borne by Seller. For purposes hereof, "Data" means the Term is completedimpedance waveform files generated through use of the Products.

Representations, Warranties and Covenants of Buyer. In addition to the warranties, representations and covenants of Buyer makes the following representationscontained elsewhere herein, warranties Buyer hereby warrants, represents and covenantscovenants to Seller as follows: (a) 4.1 Buyer is a limited partnership duly organized registered investment advisor under the Securities Exchange Act of 1934 and a corporation organized, validly existing and in good standing under the laws of the State Commonwealth of Delaware and has Pennsylvania with full corporate power and authority to carry on its business as presently conducted now conducted. 4.2 Buyer possesses all requisite power and authority to execute and deliver this Agreement and perform all of its obligations hereunder, and no additional consent or approval of any other person, entity or governmental authority is required therefor. This Agreement is a valid and binding obligation of Buyer and is fully enforceable against it in accordance with its terms and conditions. 4.3 Buyer is an “accredited investor,” as that term is defined in Rule 501 of Regulation D under this Agreementthe Securities Act of 1933, as amended (the “Securities Act”) and is a sophisticated investor as described in Rule 506(b)(2)(ii) of Regulation D under the Securities Act. Buyer is duly qualified to do business and not an officer, director or “affiliate” (as that term is defined in good standing in each jurisdiction, including Rule 405 promulgated under the State Securities Act) of Mississippi, in which Buyer is required to qualify to do business as a foreign limited partnershipSeller. (b) 4.4 The execution, execution and delivery and performance by Buyer of this Agreement have been duly authorized by all necessary partnership action on the part of Buyer and neither the execution, delivery or the performance of this Agreement by Buyer, nor the fulfillment of the terms, provisions and conditions of this Agreement by Buyer will not violate any law, regulation, decree, writ, order or injunction which, collectively, would have a material adverse effect upon the Buyer’s ability to consummate the transactions contemplated hereby. 4.5 The representations and warranties made here in are accurate in all material respects. Buyer will have the funds to pay the Purchase Price as of the Closing Date. 4.6 Buyer has requested and received such information and has made such due diligence investigation, including having access to the books and records of Seller and its affiliated companies, as Buyer has deemed pertinent to its consideration of the purchase of the Shares. Buyer has not been furnished any offering literature or prospectus. Buyer has carefully reviewed the publicly available information regarding Seller and the information provided to Buyer by Seller and is thoroughly familiar with the existing and proposed business operations, management and financial condition of Seller. Buyer acknowledges and understands (i) requires any approval or consent the risks involved in this investment, including the speculative nature of any trustee or holders of any indebtedness or obligations of Buyer other than in connection with obtaining necessary financing for the Facilityinvestment, (ii) subject the financial hazards involved in this investment, including the risk of losing the entire investment in the Seller Common Stock, and (iii) the tax consequences of this investment to receipt of all necessary regulatory approvals Buyer. Buyer has consulted with its own legal, accounting, tax, investment and other advisers for legal, tax treatment or investment advice with respect to the Facilitymerits and risk of an investment in Seller Common Stock, contravenes the transactions contemplated by this Agreement or the securities laws of any law jurisdiction. 4.7 Buyer acknowledges and agrees that (i) the Shares are not savings accounts or deposits and are not insured or guaranteed by the FDIC or any other government ruleagency, regulation or order binding on Buyer(ii) there are significant risks incident to an investment in the Shares, and (iii) violates no Federal or state governmental agency has passed upon or will pass upon the partnership agreement offer or sale of Buyer, the Shares or (iv) contravenes the provisions of, has made or constitutes an event of default (will make any finding or other event which after lapse of time, notice or both would constitute an event of default) under any indenture, deed of trust, contract or other agreement to which Buyer is a party or by which Buyer is affected or bound. (c) This Agreement has been duly executed and delivered by Buyer and constitutes a legal, valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, subject, however, determination as to the effects fairness of bankruptcy, insolvency, reorganization, moratorium and similar laws, as well as to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)this investment. (d) There are no actions, suits or proceedings pending other than pending permit applications required for the Facility, nor, to the best of Buyer's knowledge, are any actions, suits or proceedings threatened before any court, administrative agency, arbitrator or governmental body which might, if determined adversely to Buyer, materially and adversely affect the business or financial condition of Buyer, or materially and adversely affect the ability of Buyer to perform its obligations under this Agreement. (e) Buyer intends to operate the forwarding, receiving and all material handling systems in accordance with OSHA. (f) To the best of Buyer's knowledge and belief, Buyer is in compliance in all material respects with all applicable statutes and regulations of the United States of America, all states and municipalities and all agencies and instrumentalities of the foregoing, relating to the conduct of its business and ownership of its properties to the extent necessary to perform its obligations under this Agreement, and Buyer shall continue to be in compliance in all such material respects until the Term is completed.

Representations, Warranties and Covenants of Buyer. Buyer makes the following representationsrepresentations and warranties to Seller which, warranties unless expressly stated to the contrary herein, shall be true and covenantscorrect as of the Effective Date and true and correct in all material respects as of the Closing Date: (a) Buyer is a limited partnership duly organized Subject to Section 5.1(f) of this Agreement, the execution and validly existing in good standing under the laws delivery of the State of Delaware and has full power and authority to carry on its business as presently conducted and to execute and deliver this Agreement and perform its the performance of Buyer's obligations under this Agreement. Buyer is duly qualified to do business and is in good standing in each jurisdiction, including the State of Mississippi, in which Buyer is required to qualify to do business as a foreign limited partnership. (b) The execution, delivery and performance by Buyer of this Agreement hereunder have been or will be duly authorized by all necessary partnership action on the part of Buyer and neither the execution, delivery or the performance of this Agreement by Buyer, nor constitutes the fulfillment of the terms, provisions and conditions of this Agreement by Buyer (i) requires any approval or consent of any trustee or holders of any indebtedness or obligations of Buyer other than in connection with obtaining necessary financing for the Facility, (ii) subject to receipt of all necessary regulatory approvals with respect to the Facility, contravenes any law or any government rule, regulation or order binding on Buyer, (iii) violates the partnership agreement of Buyer, or (iv) contravenes the provisions of, or constitutes an event of default (or other event which after lapse of time, notice or both would constitute an event of default) under any indenture, deed of trust, contract or other agreement to which Buyer is a party or by which Buyer is affected or bound. (c) This Agreement has been duly executed and delivered by Buyer and constitutes a legal, valid and binding agreement obligation of Buyer, enforceable against Buyer in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws, as well as to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (b) EXCEPT FOR THE MATTERS SET FORTH IN SECTION 8.1, 8.3 AND THE OWNER’S PSA, BUYER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER OR ANY OF SELLER'S AGENTS OR REPRESENTATIVES, AND BUYER HEREBY ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS HAVE BEEN MADE. EXCEPT FOR THE MATTERS SET FORTH IN SECTION 8.1, 8.3 AND THE OWNER’S PSA, SELLER SPECIFICALLY DISCLAIMS, AND NEITHER IT NOR ANY OTHER PERSON ACTING ON SELLER’S BEHALF IS MAKING, ANY REPRESENTATION, WARRANTY OR ASSURANCE WHATSOEVER TO BUYER AND NO WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EITHER EXPRESS OR IMPLIED, ARE MADE BY SELLER OR RELIED UPON BY BUYER WITH RESPECT TO THE STATUS OF TITLE TO OR THE MAINTENANCE, REPAIR, CONDITION, DESIGN OR MARKETABILITY OF THE PROPERTY, OR ANY PORTION THEREOF, INCLUDING BUT NOT LIMITED TO (a) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (b) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (c) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (d) There are no actionsANY RIGHTS OF BUYER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION, suits or proceedings pending other than pending permit applications required for the Facility, nor, to the best of Buyer's knowledge, are any actions, suits or proceedings threatened before any court, administrative agency, arbitrator or governmental body which might, if determined adversely to Buyer, materially and adversely affect the business or financial condition of Buyer, or materially and adversely affect the ability of Buyer to perform its obligations under this Agreement. (e) Buyer intends to operate the forwardingANY CLAIM BY BUYER FOR DAMAGES BECAUSE OF DEFECTS, receiving and all material handling systems in accordance with OSHA. WHETHER KNOWN OR UNKNOWN, LATENT OR PATENT, WITH RESPECT TO THE IMPROVEMENTS, (f) To the best of Buyer's knowledge and beliefTHE FINANCIAL CONDITION OR PROSPECTS OF THE PROPERTY AND (g) THE COMPLIANCE OR LACK THEREOF OF THE REAL PROPERTY OR THE IMPROVEMENTS WITH GOVERNMENTAL REGULATIONS, Buyer is in compliance in all material respects with all applicable statutes and regulations of the United States of AmericaIT BEING THE EXPRESS INTENTION OF SELLER AND BUYER THAT, all states and municipalities and all agencies and instrumentalities of the foregoingEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, relating to the conduct of its business and ownership of its properties to the extent necessary to perform its obligations under this AgreementTHE PROPERTY WILL BE CONVEYED AND TRANSFERRED TO BUYER IN ITS PRESENT CONDITION AND STATE OF REPAIR, and Buyer shall continue to be in compliance in all such material respects until the Term is completed."AS IS" AND "WHERE IS", WITH ALL FAULTS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING, BUYER WILL ACCEPT THE PROPERTY, "AS IS, WHERE IS," WITH ALL FAULTS. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT OTHER THAN THE OWNER’S PSA, THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE PROPERTY, BY SELLER, ANY AGENT OF SELLER OR ANY THIRD PARTY. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO HEREIN. BUYER, WITH BUYER'S COUNSEL, HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT, AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF. BUYER ACKNOWLEDGES AND AGREES THAT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART OF THIS AGREEMENT. THE TERMS AND CONDITIONS OF THIS SECTION 8.4 (c) WILL EXPRESSLY SURVIVE THE CLOSING AND WILL NOT MERGE WITH THE PROVISIONS OF ANY CLOSING DOCUMENTS

Representations, Warranties and Covenants of Buyer. The Buyer makes represents and warrants to the following representationsSeller, warranties and covenantscovenants for the benefit of the Seller, as follows: (a) The Buyer is a limited partnership duly organized acquiring the Seller Shares for his own uses and validly existing in good standing to obtain ownership and control of the Corporations; (b) The Buyer acknowledges that it has been furnished with all documents and other information regarding the Corporations that the Buyer has requested or desired to know and all other documents which could be reasonably provided have been made available for the Buyer’s inspection and review; (c) The Buyer acknowledges that the Seller Shares have not been passed upon or reviewed by the Securities and Exchange Commission. The Buyer agrees that it will not sell, transfer or otherwise dispose of any of the Seller Shares unless they are registered under the laws Securities Act, or unless an exemption from such registration is available. The Buyer understands that the Seller Shares have not been registered under the Securities Act and are being transferred by reason of a claimed exemption under the provisions of the State Securities Act; (d) This Agreement constitutes a valid and binding agreement and obligation of Delaware the Buyer enforceable against the Buyer in accordance with its terms, subject to limitations on enforcement by general principles of equity and bankruptcy or other laws affecting the enforcement of creditors’ rights generally; (e) Buyer shall cause the 50,000 shares of Series A Preferred Stock to be submitted to the Transfer Agent of the Seller with instructions to transfer 50,000 shares of that stock to be transferred as instructed by the Seller at the time of closing. All necessary stock powers, instructions and documentation required of the Buyer to carry out the transfer by the Transfer Agent shall be provided by the Buyer. (f) This Agreement has been duly authorized, validly executed and delivered on behalf of the Buyer, and the Buyer has full power and authority to carry on its business as presently conducted and to execute and deliver this Agreement and perform its obligations under this Agreement. Buyer is duly qualified to do business the other agreements and is in good standing in each jurisdiction, including the State of Mississippi, in which Buyer is required to qualify to do business as a foreign limited partnership. (b) The execution, delivery documents contemplated hereby and performance by Buyer of this Agreement have been duly authorized by all necessary partnership action on the part of Buyer and neither the execution, delivery or the performance of this Agreement by Buyer, nor the fulfillment of the terms, provisions and conditions of this Agreement by Buyer (i) requires any approval or consent of any trustee or holders of any indebtedness or obligations of Buyer other than in connection with obtaining necessary financing for the Facility, (ii) subject to receipt of all necessary regulatory approvals with respect to the Facility, contravenes any law or any government rule, regulation or order binding on Buyer, (iii) violates the partnership agreement of Buyer, or (iv) contravenes the provisions of, or constitutes an event of default (or other event which after lapse of time, notice or both would constitute an event of default) under any indenture, deed of trust, contract or other agreement to which Buyer is a party or by which Buyer is affected or bound. (c) This Agreement has been duly executed and delivered by Buyer and constitutes a legal, valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws, as well as to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (d) There are no actions, suits or proceedings pending other than pending permit applications required for the Facility, nor, to the best of Buyer's knowledge, are any actions, suits or proceedings threatened before any court, administrative agency, arbitrator or governmental body which might, if determined adversely to Buyer, materially and adversely affect the business or financial condition of Buyer, or materially and adversely affect the ability of Buyer to perform its obligations under this Agreementhereunder and thereunder. (e) Buyer intends to operate the forwarding, receiving and all material handling systems in accordance with OSHA. (f) To the best of Buyer's knowledge and belief, Buyer is in compliance in all material respects with all applicable statutes and regulations of the United States of America, all states and municipalities and all agencies and instrumentalities of the foregoing, relating to the conduct of its business and ownership of its properties to the extent necessary to perform its obligations under this Agreement, and Buyer shall continue to be in compliance in all such material respects until the Term is completed.;

Representations, Warranties and Covenants of Buyer. Buyer hereby makes the following representations, warranties and covenants:covenants to Seller, which representations, warranties and covenants Seller shall be deemed to have relied on in entering into this Assignment Agreement. (a) Buyer is a limited partnership [ ], which is duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and has full power and authority to carry on its business [ ] as presently conducted and to execute and deliver this Agreement and perform its obligations under this Agreement. Buyer is duly qualified to do business and is in good standing in each jurisdiction, including of the State of Mississippi, in which Buyer is required to qualify to do business as a foreign limited partnershipdate hereof. (b) The There are no actions, suits, proceedings or investigations pending or, to the knowledge of Buyer, threatened against Buyer or any of its Affiliates before any governmental authority having jurisdiction over Buyer, any of its Affiliates or any of their respective properties: (i) asserting the invalidity of this Assignment Agreement, the Agreement or any of the other related transaction documents or (ii) seeking to prevent the consummation of any of the transactions contemplated by this Assignment Agreement, the Agreement or any of the other related transaction documents. (c) No consent, approval, authorization or order of any court, governmental agency or other body, third party, or shareholders relating to the execution, delivery and performance of this Assignment Agreement, the Agreement and the transactions contemplated hereby and thereby, and the transfer of legal title to the Trust Certificate to Buyer, is required as to Buyer or any of its Affiliates or, if required, such consent, approval, authorization, or order has been obtained. (d) Buyer has the full legal right and power and all authority and approval required to enter into, execute and deliver this Assignment Agreement and the Agreement, and to perform fully its respective obligations hereunder and thereunder. Each of this Assignment Agreement and the Agreement has been duly executed and delivered by Buyer and is the valid and binding obligation of Buyer enforceable in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting enforcement of creditors’ rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity). The execution and delivery of this Assignment Agreement and the Agreement and the consummation by Buyer of this Agreement have been duly authorized by all necessary partnership action on the part transactions contemplated hereby and thereby will not conflict with or result in any breach or violation of Buyer and neither the execution, delivery or the performance of this Agreement by Buyer, nor the fulfillment any of the terms, provisions terms and conditions of, or constitute (or with notice or lapse of this Agreement by Buyer (itime or both constitute) requires a default under or a violation of, any approval statute, regulation, order, judgment or consent of any trustee or holders of any indebtedness or obligations of Buyer other than in connection with obtaining necessary financing for the Facility, (ii) subject decree applicable to receipt of all necessary regulatory approvals with respect to the Facility, contravenes any law or any government rule, regulation or order binding on Buyer, (iii) violates the partnership agreement of Buyer, or (iv) contravenes the provisions of, or constitutes an event of default (or other event which after lapse of time, notice or both would constitute an event of default) under any indenture, deed of trustinstrument, contract or other agreement to which Buyer is a party party, or by any instrument, contract or other agreement to which Buyer is affected may be bound or bound. (c) This Agreement has been duly executed and delivered by Buyer and constitutes a legal, valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws, as well as to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (d) There are no actions, suits or proceedings pending other than pending permit applications required for the Facility, nor, to the best of Buyer's knowledge, are any actions, suits or proceedings threatened before any court, administrative agency, arbitrator or governmental body which might, if determined adversely to Buyer, materially and adversely affect the business or financial condition of Buyer, or materially and adversely affect the ability of Buyer to perform its obligations under this Agreement. (e) Buyer intends hereby makes, as of the date hereof, each of the representations, warranties and covenants set forth in Schedule 5.5 to operate the forwardingPurchase Agreement, receiving and all material handling systems in accordance with OSHAas amended, supplemented or otherwise modified from time to time, notwithstanding that an earlier date may be provided therein. (f) To the best None of Buyer's knowledge and belief, any Affiliate of Buyer, any Buyer Principal or any entity previously Associated With, Buyer, any Affiliate of Buyer or any Buyer Principal, (i) has been the subject of criminal proceeding (excluding traffic violations or other minor misdemeanors) or is in compliance in all material respects with all applicable statutes and regulations the subject of a criminal proceeding as of the United States of Americadate hereof, all states and municipalities and all agencies and instrumentalities (ii) has participated in any reportable or listed transaction as defined in Section 6011 of the foregoingInternal Revenue Code, relating (iii) has been the subject of any civil action or regulatory proceeding alleging a violation of federal or state tax, securities, banking or commodities law or regulation or (iv) has been the subject of any action by a banking or securities regulatory or self-regulatory authority having jurisdiction over Buyer or Affiliate of Buyer to revoke or suspend a professional license, registration or certification. (g) Buyer hereby agrees and covenants that it shall (i) neither use nor disclose the conduct Borrower Information or Deidentified Data (each as defined in the Data Sharing and License Agreement) in contravention of Applicable Law or for any purpose resulting in a competitive harm to, or otherwise adversely affecting the business of, FMC and its business Affiliates, (ii) not terminate the Data Sharing and ownership License Agreement for any reason other than in accordance with Section 3 thereof, including giving effect to any applicable cure period provided therein and (iii) not cause the removal of its properties First Marblehead Data Services, Inc. as administrator of the NCSLT Trusts without the prior written consent of FMC, except to the extent necessary required by the indenture trustee under any of the indentures or under any of the administration agreements to perform which any of the NCSLT Trusts is a party. For the avoidance of doubt, disclosure of Borrower Information or Deidentified Data in connection with a Financing shall not be deemed to result in competitive harm to FMC. (h) Buyer hereby has completed and delivered to FMC a Certificate of Buyer, in the form attached hereto as Exhibit A, setting forth its obligations under this Agreementanswers to the four questions included thereon, and all the information provided by Buyer therein is true, correct and complete. (i) Buyer hereby agrees and covenants that prior to or simultaneously with any subsequent transfer of the Trust Certificate and/or all or any portion of the Residuals, Buyer shall continue require such transferee, and such transferee shall agree, to be in compliance in all such material respects until the Term is completedexecute and deliver an Assignment and Assumption Agreement.

Representations, Warranties and Covenants of Buyer. Buyer hereby makes the following representations, warranties and covenants:covenants to Seller, which representations, warranties and covenants Seller shall be deemed to have relied on in entering into this Assignment Agreement. (a) Buyer is a limited partnership [ ], which is duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and has full power and authority to carry on its business [ ] as presently conducted and to execute and deliver this Agreement and perform its obligations under this Agreement. Buyer is duly qualified to do business and is in good standing in each jurisdiction, including of the State of Mississippi, in which Buyer is required to qualify to do business as a foreign limited partnershipdate hereof. (b) The There are no actions, suits, proceedings or investigations pending or, to the knowledge of Buyer, threatened against Buyer or any of its Affiliates before any governmental authority having jurisdiction over Buyer, any of its Affiliates or any of their respective properties: (i) asserting the invalidity of this Assignment Agreement, the Agreement or any of the other related transaction documents or (ii) seeking to prevent the consummation of any of the transactions contemplated by this Assignment Agreement, the Agreement or any of the other related transaction documents. (c) No consent, approval, authorization or order of any court, governmental agency or other body, third party, or shareholders relating to the execution, delivery and performance of this Assignment Agreement, the Agreement and the transactions contemplated hereby and thereby, and the transfer of legal title to the Trust Certificate to Buyer, is required as to Buyer or any of its Affiliates or, if required, such consent, approval, authorization, or order has been obtained. (d) Buyer has the full legal right and power and all authority and approval required to enter into, execute and deliver this Assignment Agreement and the Agreement, and to perform fully its respective obligations hereunder and thereunder. Each of this Assignment Agreement and the Agreement has been duly executed and delivered by Buyer and is the valid and binding obligation of Buyer enforceable in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting enforcement of creditors’ rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity). The execution and delivery of this Assignment Agreement and the Agreement and the consummation by Buyer of this Agreement have been duly authorized by all necessary partnership action on the part transactions contemplated hereby and thereby will not conflict with or result in any breach or violation of Buyer and neither the execution, delivery or the performance of this Agreement by Buyer, nor the fulfillment any of the terms, provisions terms and conditions of, or constitute (or with notice or lapse of this Agreement by Buyer (itime or both constitute) requires a default under or a violation of, any approval statute, regulation, order, judgment or consent of any trustee or holders of any indebtedness or obligations of Buyer other than in connection with obtaining necessary financing for the Facility, (ii) subject decree applicable to receipt of all necessary regulatory approvals with respect to the Facility, contravenes any law or any government rule, regulation or order binding on Buyer, (iii) violates the partnership agreement of Buyer, or (iv) contravenes the provisions of, or constitutes an event of default (or other event which after lapse of time, notice or both would constitute an event of default) under any indenture, deed of trustinstrument, contract or other agreement to which Buyer is a party party, or by any instrument, contract or other agreement to which Buyer is affected may be bound or bound. (c) This Agreement has been duly executed and delivered by Buyer and constitutes a legal, valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws, as well as to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (d) There are no actions, suits or proceedings pending other than pending permit applications required for the Facility, nor, to the best of Buyer's knowledge, are any actions, suits or proceedings threatened before any court, administrative agency, arbitrator or governmental body which might, if determined adversely to Buyer, materially and adversely affect the business or financial condition of Buyer, or materially and adversely affect the ability of Buyer to perform its obligations under this Agreement. (e) None of Buyer, any Affiliate of Buyer, any Buyer intends Principal or any entity previously Associated With, Buyer, any Affiliate of Buyer or any Buyer Principal, (i) has been the subject of criminal proceeding (excluding traffic violations or other minor misdemeanors) or is the subject of a criminal proceeding as of the date hereof, (ii) has participated in any reportable or listed transaction as defined in Section 6011 of the Internal Revenue Code, (iii) has been the subject of any civil action or regulatory proceeding alleging a violation of federal or state tax, securities, banking or commodities law or regulation or (iv) has been the subject of any action by a banking or securities regulatory or self-regulatory authority having jurisdiction over Buyer or Affiliate of Buyer to operate the forwardingrevoke or suspend a professional license, receiving and all material handling systems in accordance with OSHAregistration or certification. (f) To Buyer hereby agrees and covenants that it shall (i) neither use nor disclose the best Borrower Information or Deidentified Data (each as defined in the Data Sharing and License Agreement) in contravention of Buyer's knowledge Applicable Law or for any purpose resulting in a competitive harm to, or otherwise adversely affecting the business of, FMC and beliefits Affiliates, Buyer is (ii) not terminate the Data Sharing and License Agreement for any reason other than in compliance in all material respects accordance with all Section 3 thereof, including giving effect to any applicable statutes cure period provided therein and regulations (iii) not cause the removal of First Marblehead Data Services, Inc. as administrator of the United States NCSLT Trusts without the prior written consent of AmericaFMC, all states and municipalities and all agencies and instrumentalities of the foregoing, relating to the conduct of its business and ownership of its properties except to the extent necessary required by the indenture trustee under any of the indentures or under any of the administration agreements to perform which any of the NCSLT Trusts is a party. For the avoidance of doubt, disclosure of Borrower Information or Deidentified Data in connection with a Financing shall not be deemed to result in competitive harm to FMC. (g) Buyer hereby has completed and delivered to FMC a Certificate of Buyer, in the form attached hereto as Exhibit A, setting forth its obligations under this Agreementanswers to the four questions included thereon, and all the information provided by Buyer therein is true, correct and complete. (h) Buyer hereby agrees and covenants that prior to or simultaneously with any subsequent transfer of the Trust Certificate and/or all or any portion of the Residuals, Buyer shall continue require such transferee, and such transferee shall agree, to be in compliance in all such material respects until the Term is completedexecute and deliver an Assignment and Assumption Agreement.

Representations, Warranties and Covenants of Buyer. 5.1 Buyer makes represents and warrants to Seller as of the following representations, warranties and covenantsdate hereof: (a) Buyer is a limited partnership corporation duly organized organized, validly existing, and validly existing in good standing under the laws of the State Commonwealth of Delaware and has Pennsylvania with full corporate power and authority to carry on conduct its business as presently conducted it is now conducted. (b) This Agreement and the Escrow Agreement constitute the legal, valid and binding obligations of Buyer, enforceable against it in accordance with their terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Escrow Agreement and to perform its obligations under this Agreement. Buyer is duly qualified to do business Agreement and is in good standing in each jurisdiction, including the State of Mississippi, in which Buyer is required to qualify to do business as a foreign limited partnership. (b) The execution, delivery and performance by Buyer of this Agreement have such action has been duly authorized by all necessary partnership action on corporate action. (c) Neither the part execution and delivery of Buyer and neither the execution, delivery this Agreement or the performance of this Escrow Agreement by Buyer, nor the fulfillment consummation or performance of any of the terms, provisions and conditions of transactions contemplated by this Agreement or the Escrow Agreement directly or indirectly (with or without the passage of time): will give any person the right to prevent, delay or otherwise interfere with any of the transactions contemplated hereby pursuant to: any provision of Buyer’s charter or bylaws; any resolution adopted by Buyer (i) requires the board of directors of Buyer; any approval or consent provision of any trustee or holders of any indebtedness or obligations of Buyer other than in connection with obtaining necessary financing for the Facilitylaw, (ii) subject to receipt of all necessary regulatory approvals with respect to the Facilitystatute, contravenes any law or any government rule, regulation or executive order binding on Buyer, (iii) violates the partnership agreement to which Buyer or any of Buyer, its assets or (iv) contravenes the provisions of, or constitutes an event of default (or other event which after lapse of time, notice or both would constitute an event of default) under properties is subject; any indenture, deed of trust, contract or other agreement to which Buyer is a party or by which Buyer is affected may be bound; or bound. (c) This Agreement has been duly executed and delivered by any judgment, order, writ or decree of any court or administrative body applicable to Buyer and constitutes a legal, valid and binding agreement or any of Buyer, enforceable against Buyer in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws, as well as to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity assets or at law)properties. (d) There are is no actionslitigation, suits claim or proceedings pending other than pending permit applications required for the Facilityadministrative action, nornor any order, decree or judgment, in progress or pending, or, to the best of Buyer's knowledge, are any actions, suits or proceedings threatened before any court, administrative agency, arbitrator or governmental body which might, if determined adversely to Buyer, materially and adversely affect the business or financial condition knowledge of Buyer, threatened, against or materially and adversely relating to Buyer and, to Buyer’s knowledge, no facts or circumstances exist which would reasonably be expected to give rise to litigation, claims or administrative actions which would prevent, restrain or affect the Buyer’s ability of Buyer to perform its obligations under the transaction contemplated by this Agreement. (e) Buyer intends is not and will not be required to operate give any notice or obtain any consent from any person in connection with the forwarding, receiving execution and all material handling systems in accordance with OSHA. (f) To delivery of this Agreement or the best consummation or performance of Buyer's knowledge and belief, Buyer is in compliance in all material respects with all applicable statutes and regulations any of the United States of America, all states and municipalities and all agencies and instrumentalities of the foregoing, relating to the conduct of its business and ownership of its properties to the extent necessary to perform its obligations under transactions contemplated by this Agreement, and Buyer shall continue to be in compliance in all such material respects until the Term is completed.

Representations, Warranties and Covenants of Buyer. Buyer makes hereby represents and warrants to Seller, which representations and warranties will be deemed made by Buyer to Seller as of the following representationsEffective Date and also as of the Closing Date, warranties and covenantsthat: (a) Buyer is a limited partnership corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and California. Buyer has full the organizational power and authority to carry on its business enter into this Contract, to purchase the Property as presently conducted provided in this Contract and to execute carry out Buyer’s obligations hereunder, and deliver all requisite action necessary to authorize Buyer to enter into this Agreement Contract and perform its carry out Buyer’s obligations under this Agreement. Buyer is duly qualified to do business and is in good standing in each jurisdictionhereunder has been, including the State of Mississippi, in which Buyer is required to qualify to do business as a foreign limited partnership. (b) The execution, delivery and performance by Buyer of this Agreement have been duly authorized by all necessary partnership action or on the part of Buyer and neither the executionClosing Date will have been, delivery or the performance of this Agreement by Buyer, nor the fulfillment of the terms, provisions and conditions of this Agreement by Buyer (i) requires any approval or consent of any trustee or holders of any indebtedness or obligations of Buyer other than in connection with obtaining necessary financing for the Facility, (ii) subject to receipt of all necessary regulatory approvals with respect to the Facility, contravenes any law or any government rule, regulation or order binding on Buyer, (iii) violates the partnership agreement of Buyer, or (iv) contravenes the provisions of, or constitutes an event of default (or other event which after lapse of time, notice or both would constitute an event of default) under any indenture, deed of trust, contract or other agreement to which Buyer taken. This Contract is a party or by which Buyer is affected or bound. (c) This Agreement has been duly executed and delivered by Buyer and constitutes a legal, valid and binding agreement obligation of Buyer, enforceable against Buyer in accordance with its terms, subject, however. There is no agreement to which Buyer is a party or, to the effects of bankruptcyBuyer’s knowledge, insolvencythat is binding on Buyer, reorganization, moratorium and similar laws, as well as to general principles of equity which is in conflict with this Contract (regardless of whether enforceability is considered in a proceeding in equity or at law)b) Intentionally omitted. (dc) There are no actionsBUYER WILL CONDUCT ITS OWN INDEPENDENT INVESTIGATION AND INSPECTION OF THE PROPERTY AND IS RELYING SOLELY ON SUCH INDEPENDENT INVESTIGATION AND INSPECTION AND NOT ON ANY INFORMATION PROVIDED BY SELLER OR SELLER’S AGENTS (EXCEPT THE REPRESENTATIONS, suits WARRANTIES, COVENANTS AND AGREEMENTS OF SELLER EXPRESSLY PROVIDED IN THIS CONTRACT OR IN THE CONVEYANCE DOCUMENTS EXECUTED BY SELLER (THE “EXPRESS REPRESENTATIONS”) IN DETERMINING WHETHER TO PURCHASE THE PROPERTY. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE, DOES NOT MAKE, AND SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS, OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT, OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY, OTHER THAN THE EXPRESS REPRESENTATIONS, INCLUDING, BUT NOT LIMITED TO: (A) THE NATURE, QUALITY, OR CONDITION OF THE PROPERTY; (B) THE INCOME TO BE DERIVED FROM THE PROPERTY; (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY CONDUCT THEREON; (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, BUT NOT LIMITED TO, ANY STATE OR FEDERAL ENVIRONMENTAL LAW, RULE OR REGULATION; (E) THE HABITABILITY, MERCHANTABILITY, OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE; OR (F) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY. BUYER HEREBY WAIVES ANY SUCH REPRESENTATION, WARRANTY, PROMISES, COVENANTS, AGREEMENTS, OR GUARANTIES OTHER THAN THE EXPRESS REPRESENTATIONS. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED BY SELLER UNDER THIS AGREEMENT, OTHER THAN THE RENT ROLL, HAS NOT BEEN INDEPENDENTLY INVESTIGATED OR VERIFIED BY SELLER AND SELLER HAS MADE AND IS MAKING NO REPRESENTATION OR WARRANTY WHATSOEVER AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION (OTHER THAN THE RENT ROLL) AND FURTHER, SELLER IS NOT AND WILL NOT BE LIABLE FOR OR BOUND BYT ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS, REPORTS OTHER INFORMATION PERTAINING TO THE PROPERTY OR ITS OPERATION FUNISHED BY ANY BROKER, AGENT, OR OTHER PERSON, EXCEPT AS EXPRESSLY SET FORTH IN THIS CONTRACT. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, OTHER THAN THE EXPRESS REPRESENTATIONS, SELLER IS CONVEYING THE PROPERTY TO BUYER “AS IS,” WHERE IS,” AND “WITH ALL FAULTS” AND SPECIFICALLY AND EXPRESSLY WITHOUT ANY WARRANTIES, REPRESENTATIONS, OR GUARANTEES, EITHER EXPRESS OR IMPLIED, OF ANY KIND, NATURE, OR TYPE WHATSOEVER FROM OR ON BEHALF OF SELLER. BUYER ACKNOWLEDGES THAT THIS SUBSECTION (c) CONSTITUTES A MATERIAL PORTION OF THE CONSIDERATION FOR THIS TRANSACTION AND THAT SELLER WOULD NOT AGREE TO SELL THE PROPERTY TO BUYER ON ANY OTHER BASIS. The foregoing representations and warranties will survive the Closing for twelve months and any claim by Seller related to any alleged misrepresentation or proceedings pending other than pending permit applications required breach of a covenant must be asserted and the lawsuit filed within eighteen months after the Closing Date; provided however, that in the event that a lawsuit has been filed by Buyer against Seller, each such period shall be extended by six (6) months solely for the Facility, nor, to the best purposes of Buyer's knowledge, are any actions, suits or proceedings threatened before any court, administrative agency, arbitrator or governmental body which might, if determined adversely to Buyer, materially and adversely affect the business or financial condition of Buyer, or materially and adversely affect the ability of Buyer to perform its obligations under this Agreementcounterclaim by Seller with respect thereto. (e) Buyer intends to operate the forwarding, receiving and all material handling systems in accordance with OSHA. (f) To the best of Buyer's knowledge and belief, Buyer is in compliance in all material respects with all applicable statutes and regulations of the United States of America, all states and municipalities and all agencies and instrumentalities of the foregoing, relating to the conduct of its business and ownership of its properties to the extent necessary to perform its obligations under this Agreement, and Buyer shall continue to be in compliance in all such material respects until the Term is completed.

Representations, Warranties and Covenants of Buyer. Buyer makes the following representationshereby represents, warranties warrants, and covenantscovenants to Seller as follows: (a) Buyer is a limited partnership an Iowa state bank that is duly organized and organized, validly existing and in good standing as a state bank under the laws of the State of Delaware and has full power and authority to carry on its business as presently conducted and to execute and deliver this Agreement and perform its obligations under this Agreement. Buyer is duly qualified to do business and is in good standing in each jurisdiction, including the State of Mississippi, in which Buyer is required to qualify to do business as a foreign limited partnership.Iowa; (b) The execution, execution and delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the taking of all necessary partnership action on the part of applicable corporate proceedings by Buyer and neither this Agreement is a valid and binding obligation of Buyer; (c) On the executionClosing Date, Buyer will have all requisite power and authority to consummate the transactions provided for in this Agreement; (d) The execution and delivery or the performance of this Agreement by Buyer, nor and the fulfillment consummation of the terms, transactions contemplated herein do not and will not violate the provisions and conditions of this Agreement by Buyer (i) requires any approval the Articles of Incorporation or consent of any trustee or holders of any indebtedness or obligations Bylaws of Buyer other than in connection with obtaining necessary financing for the Facility, (ii) subject to receipt of all necessary regulatory approvals with respect to the Facility, contravenes any law or its parent company or any government rulenote, regulation or order binding on Buyer, (iii) violates the partnership agreement of Buyer, or (iv) contravenes the provisions of, or constitutes an event of default (or other event which after lapse of time, notice or both would constitute an event of default) under any indenture, deed of trustmortgage, contract lease, or other agreement or instrument to which Buyer or its parent company is a party or by which Buyer it is affected or bound. (c) This Agreement has been duly executed and delivered by Buyer and constitutes a legal, valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws, as well as to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (d) There are no actions, suits or proceedings pending other than pending permit applications required for the Facility, nor, to the best of Buyer's knowledge, are any actions, suits or proceedings threatened before any court, administrative agency, arbitrator or governmental body which might, if determined adversely to Buyer, materially and adversely affect the business or financial condition of Buyer, or materially and adversely affect the ability of Buyer to perform its obligations under this Agreement.; (e) Buyer intends shall cooperate with Seller, furnish all necessary or appropriate information and use its reasonable best efforts in making application for regulatory approval of the transactions contemplated hereby. Buyer shall be responsible for and bear the expense of obtaining all regulatory approvals required for it to operate the forwarding, receiving and all material handling systems in accordance with OSHA.consummate this transaction (but not those required of Seller); (f) To No representation or warranty by Buyer in this Agreement nor in any certificate or other instrument furnished or to be furnished to Seller pursuant hereto 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 best statements contained therein not misleading; (g) Although Buyer does not intend to enter into any employment agreements with employees of Seller, it is Buyer's knowledge and belief, Buyer is in compliance in intention to retain on at at will basis all material respects with all applicable statutes and regulations of the United States of America, all states and municipalities and all agencies and instrumentalities of the foregoing, relating Seller's employees that are assigned to the conduct of its business and ownership of its properties to the extent necessary to perform its obligations under this AgreementOffice, and Buyer shall continue will honor the years of service credited to be in compliance in all each of Seller's employees at the Office with respect to the level of benefits provided by Buyer to its employees, and Buyer will allow any of Seller's employees who become employed by Buyer upon completion of the transaction, to rollover such material respects until the Term is completedemployee's 401(k) Plan assets into Buyer's 401(k) Plan.

Representations, Warranties and Covenants of Buyer. In addition to the warranties, representations and covenants of Buyer makes the following representationscontained elsewhere herein, warranties Buyer hereby warrants, represents and covenantscovenants to Seller as follows: (a) 5.1 Buyer is a limited partnership duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and has full possesses all requisite power and authority to carry on its business as presently conducted and to execute and deliver this Agreement and perform all of its obligations under this Agreementhereunder, and no additional consent or approval of any other person, entity or governmental authority is required therefor. This Agreement is a valid and binding obligation of Buyer and is fully enforceable against it in accordance with its terms and conditions. Buyer is duly qualified to do business and an “accredited investor,” as that term is defined in good standing in each jurisdiction, including Rule 501 of Regulation D under the State of Mississippi, in which Buyer is required to qualify to do business as a foreign limited partnershipSecurities Act. (b) 5.2 The execution, execution and delivery and performance by Buyer of this Agreement have been duly authorized by all necessary partnership action on the part of Buyer and neither the execution, delivery or the performance of this Agreement by Buyer, nor the fulfillment of the terms, provisions and conditions of this Agreement by Buyer will not violate any law, regulation, decree, writ, order or injunction which, collectively, would have a material adverse effect upon the Buyer’s ability to consummate the transactions contemplated hereby. 5.3 Buyer has filed with the OTS a Rebuttal of Rebuttable Determination of Control with respect to its investment in the Seller contemplated hereby. 5.4 The representations and warranties made here in are accurate in all material respects. Buyer will have the funds to pay the Purchase Price as of the Closing Date. 5.5 Buyer has requested and received such information and has made such due diligence investigation, including having access to the books and records of Seller and Wilmington Savings Fund Society, FSB, as Buyer has deemed pertinent to its consideration of the purchase of the Shares and the Warrant. Buyer has not been furnished any offering literature or prospectus. Buyer has carefully reviewed the publicly available information regarding the Seller and the information provided to Buyer by the Seller and is thoroughly familiar with the existing and proposed business operations, management and financial condition of the Seller. Buyer acknowledges and understands (i) requires any approval or consent the risks involved in this investment, including the speculative nature of any trustee or holders of any indebtedness or obligations of Buyer other than in connection with obtaining necessary financing for the Facilityinvestment, (ii) subject the financial hazards involved in this investment, including the risk of losing the entire investment in the Seller’s Common Stock, and (iii) the tax consequences of this investment to receipt of all necessary regulatory approvals the Buyer. Buyer has consulted with its own legal, accounting, tax, investment and other advisers with respect to the Facilitytax treatment of an investment by the Buyer in the Seller’s Common Stock and the merits and risk of an investment in the Seller’s Common Stock. 5.6 Buyer understands that the offering and sale of Seller Common Stock under this Agreement has not been registered under the Securities Act, contravenes in reliance on the exemption for non-public offerings provided by Section 4(2) of the Securities Act and regulations promulgated thereunder, and that Buyer has no right to require such registration (except for Buyer’s rights to require registration of the Shares under Section 3 hereof). Buyer further understands that the offering and sale of Seller Common Stock has not been qualified or registered under the securities laws of the State of Delaware or the Commonwealth of Virginia in reliance upon exemptions under such laws and in reliance upon the representations made and information furnished by Buyer in this Agreement; that the offering and sale of Seller Common Stock has not been reviewed by the SEC, any state securities authorities, the OTS, or other regulatory authority and that a number of material terms of this offering do not comply with the standards generally applied by such authorities with respect to offerings that are subject to their review. 5.7 Buyer understands that there may be no liquid market for the Seller Common Stock and that it may not be able to sell or dispose of such shares; Buyer has liquid assets sufficient to assure that purchase of the Shares will cause no undue financial difficulties and that, after purchasing the Shares and the Warrant, Buyer will be able to provide for any foreseeable current needs and possible personal contingencies; and Buyer is able to bear the risk of illiquidity and the risk of a complete loss of this investment. Buyer represents and agrees that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Shares and has the capacity to protect the Buyer’s own interests in connection with the investment in the Shares. Buyer understands that the Shares are subject to resale restrictions. 5.8 Buyer understands that it may be deemed an “affiliate” as defined in Rule 144 under the Securities Act as a result of Xx. Xxxxxxxx serving as a Director, and that the Shares will, and the Warrant Shares may, be “restricted securities” as defined in Rule 144 under the Securities Act and, accordingly, that the Shares, and the Warrant Shares, must be held indefinitely unless they are subsequently registered or qualified under the Securities Act and any other applicable securities law or exemptions from such registration and qualifications are available. Buyer understands that the right to transfer the Shares (and possibly the Warrant Shares) will be restricted unless the transfer is not in violation of the Securities Act and applicable state securities laws (including investor suitability standards) and that the certificate(s) for the Shares and the Warrant Shares will bear the following legends: The shares represented by this certificate are issued subject to all the provisions of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of the Corporation as from time to time amended (copies of which are on file at the principal executive office of the Corporation), to all of which the holder by acceptance hereof assents. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE LAWS OR (II) AN APPLICABLE EXEMPTION THEREFROM AND UPON REQUEST AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED Upon the effectiveness of the Registration Statement or at such time as the Buyer shall be able to sell Shares and/or Warrant Shares in reliance upon Rule 144(b)(1), upon Buyer’s request, the Seller shall cooperate with the Buyer to facilitate the timely preparation and delivery of certificates representing Shares and/or Warrant Shares to be sold and not bearing any government rule, regulation or order binding on restrictive legends; and enable such securities to be in such share amounts and registered in such names as the Buyer shall request. 5.9 The Shares and the Warrant are being purchased for the account of Buyer, with Buyer’s own funds and not the funds of any other person, for investment only and not for the interest or account of any other person or with a view toward resale, assignment, fractionalization, or distribution thereof, and Buyer agrees not to sell, transfer or otherwise dispose of the Shares or the Warrant Shares unless they have been registered under the Securities Act and applicable state securities laws or an exemption from the registration requirements of the Securities Act and such laws is available. Buyer has not entered into any agreement to transfer the Shares, the Warrant or the Warrant Shares upon issuance. There are no agreements or other arrangements, written or otherwise, between Buyer and any other person to act together for the purpose of acquiring, holding, voting or disposing of the Shares or the Warrant Shares. 5.10 The Buyer acknowledges and agrees that (i) the Shares and the Warrant Shares are not savings accounts or deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation (the “FDIC”) or any other government agency, (ii) there are significant risks incident to an investment in the Shares and the Warrant Shares, and (iii) violates no Federal or state governmental agency has passed upon or will pass upon the partnership agreement offer or sale of Buyer, the Shares or (iv) contravenes the provisions of, Warrant or constitutes an event of default (has made or other event which after lapse of time, notice will make any finding or both would constitute an event of default) under any indenture, deed of trust, contract or other agreement to which Buyer is a party or by which Buyer is affected or bound. (c) This Agreement has been duly executed and delivered by Buyer and constitutes a legal, valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, subject, however, determination as to the effects fairness of bankruptcy, insolvency, reorganization, moratorium and similar laws, as well as to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)this investment. (d) There are no actions, suits or proceedings pending other than pending permit applications required for the Facility, nor, to the best of Buyer's knowledge, are any actions, suits or proceedings threatened before any court, administrative agency, arbitrator or governmental body which might, if determined adversely to Buyer, materially and adversely affect the business or financial condition of Buyer, or materially and adversely affect the ability of Buyer to perform its obligations under this Agreement. (e) Buyer intends to operate the forwarding, receiving and all material handling systems in accordance with OSHA. (f) To the best of Buyer's knowledge and belief, Buyer is in compliance in all material respects with all applicable statutes and regulations of the United States of America, all states and municipalities and all agencies and instrumentalities of the foregoing, relating to the conduct of its business and ownership of its properties to the extent necessary to perform its obligations under this Agreement, and Buyer shall continue to be in compliance in all such material respects until the Term is completed.

Representations, Warranties and Covenants of Buyer. Buyer makes hereby -------------------------------------------------- represents, warrants and covenants to Seller that the following representations, warranties matters are true and covenantscorrect as of the execution of this Agreement and also will be true and correct as of the Close of Escrow: (a) This Agreement and all the documents to be executed and delivered by Buyer to Seller pursuant to the terms of this Agreement, (i) have been or will be duly authorized, executed and delivered by Buyer, (ii) are or will be legal, valid and binding obligations of Buyer as of the date of their respective executions, (iii) are or will be enforceable in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally), and (iv) do not, and will not, at the Close of Escrow, violate any provisions of any agreement to which any of the individuals or entities comprising Buyer is a limited partnership duly organized and validly existing in good standing under the laws of the State of Delaware and has full power and authority to carry on its business as presently conducted and to execute and deliver this Agreement and perform its obligations under this Agreement. Buyer is duly qualified to do business and is in good standing in each jurisdiction, including the State of Mississippi, in which Buyer is required to qualify to do business as a foreign limited partnershipparty. (b) The executionBuyer hereby agrees and acknowledges that it is buying the Property on an "AS-IS" basis; that it has made or will have made its own investigations and inspections of the Property, delivery including, without limitation, the physical aspects of the Property; that in connection with its investigations and performance inspections of the Property it contracted or had the opportunity to contract with certain advisors and consultants, including, but not limited to, environmental consultants, engineers, architects and geologists, to conduct such environmental, architectural, geological and other inspections of the Property as Buyer deemed to be necessary; that it has approved the reports of such entities; that it is relying solely on such entities' reports and its own investigations as to the Property, its condition and other characteristics; that, except for the representations and warranties set forth in Section 9, it is not relying on any representations or warranties of Seller regarding the Property or any portion thereof or any matter related thereto; and that, except for the representations and warranties set forth in Section 9, Buyer is not making the purchase in reliance upon any statements or representations, express or implied, made by Seller or its agents or brokers, as to the condition of or characteristics of the Property, its fitness for use for any particular purpose, or the Property's compliance with any zoning or other rules, regulations, laws or statutes applicable to the Property, or the uses permitted on or the development requirements or any other matters relating to the Property. Seller has no liability nor responsibility to Buyer in connection with the matters set forth in this Section 8(b), including, without limitation, any liability for Seller's negligence or under any laws, rules, regulations or ordinances regulating the environment, hazardous materials, or human health and safety, or any latent or patent defects. Nothing set forth in this Section 8(b) or elsewhere in this Agreement shall be construed as a waiver by Buyer of this Agreement have been duly authorized by all necessary partnership action on the part of Buyer and neither the execution, delivery any rights or the performance of this Agreement by Buyer, nor the fulfillment of the terms, provisions and conditions of this Agreement by Buyer (i) requires remedies against any approval person or consent of any trustee or holders of any indebtedness or obligations of Buyer entity other than in connection with obtaining necessary financing for the Facility, (ii) subject to receipt of all necessary regulatory approvals with respect to the Facility, contravenes any law or any government rule, regulation or order binding on Buyer, (iii) violates the partnership agreement of Buyer, or (iv) contravenes the provisions of, or constitutes an event of default (or other event which after lapse of time, notice or both would constitute an event of default) under any indenture, deed of trust, contract or other agreement to which Buyer is a party or by which Buyer is affected or boundSeller and its principals. (c) This Agreement has been duly executed and delivered by Buyer and constitutes a legal, valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws, as well as to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (d) There are no actions, suits or proceedings pending other than pending permit applications required for the Facility, nor, to the best of Buyer's knowledge, are any actions, suits or proceedings threatened before any court, administrative agency, arbitrator or governmental body which might, if determined adversely to Buyer, materially and adversely affect the business or financial condition of Buyer, or materially and adversely affect the ability of Buyer to perform its obligations under this Agreement. (e) Buyer intends to operate the forwarding, receiving and all material handling systems in accordance with OSHA. (f) To the best of Buyer's knowledge and belief, Buyer is in compliance in all material respects with all applicable statutes and regulations of the United States of America, all states and municipalities and all agencies and instrumentalities of the foregoing, relating to the conduct of its business and ownership of its properties to the extent necessary to perform its obligations under this Agreement, and Buyer shall continue to be in compliance in all such material respects until the Term is completed.

Representations, Warranties and Covenants of Buyer. Buyer makes represents and warrants to Seller that the following representations, warranties matters are true and covenantscorrect as of the execution of this Agreement and will also be true and correct as of the Closing: (a) 5.1 Buyer is a limited partnership corporation duly organized created and validly existing in good standing under the laws of the State of Delaware and has full power and authority to carry on its business as presently conducted and to execute and deliver this Agreement and perform its obligations under this Agreement. Buyer is duly qualified to do business and is in good standing in each jurisdiction, including the State of Mississippi, in which Buyer is required to qualify to do business as a foreign limited partnershipDelaware. (b) The execution5.2 This Agreement is, delivery and performance all the documents executed by Buyer of this Agreement have been which are to be delivered to Seller at the Closing will be, duly authorized by all necessary partnership action on the part of Buyer authorized, executed, and neither the execution, delivery or the performance of this Agreement delivered by Buyer, nor the fulfillment of the termsand is and will be legal, provisions valid, and conditions of this Agreement by Buyer (i) requires any approval or consent of any trustee or holders of any indebtedness or binding obligations of Buyer other than enforceable against Buyer in connection accordance with obtaining necessary financing for the Facility, their respective terms (ii) subject to receipt of all necessary regulatory approvals with respect except to the Facilityextent that such enforcement may be limited by applicable bankruptcy, contravenes insolvency, moratorium and other principles relating to or limiting the right of contracting parties generally), and does not and will not violate any law or provisions of any government rule, regulation or order binding on Buyer, (iii) violates the partnership agreement of Buyer, or (iv) contravenes the provisions of, or constitutes an event of default (or other event which after lapse of time, notice or both would constitute an event of default) under any indenture, deed of trust, contract or other agreement to which Buyer is a party or by to which it is subject. 5.3 That (i) prior to the Closing, Buyer will have had the opportunity to investigate all physical and economic aspects of the Property and to make all inspections and investigations of the Property which Buyer is affected deems necessary or bound. desirable to protect its interests in acquiring the Property, including, without limitation, review of the Leases (cand the rights of the tenants thereunder), building permits, certificates of occupancy, environmental audits and assessments, toxic reports, surveys, investigation of land use and development rights, development restrictions and conditions that are or may be imposed by governmental agencies, agreements with associations affecting or concerning the Property, the condition of title, soils and geological reports, engineering and structural tests, insurance contracts, contracts for work in progress, marketing studies, cost-to-complete studies, governmental agreements and approvals, architectural plans and site plans, and (ii) This Agreement except as otherwise expressly set forth in this Agreement, neither Seller, nor anyone acting for or on behalf of Seller, has been duly executed and delivered by Buyer and constitutes a legalmade any representation, valid and binding agreement warranty, promise or statement, express or implied, to Buyer, or to anyone acting for or on behalf of Buyer, enforceable against concerning the Property or the condition, use or development thereof. Buyer further represents and warrants that, in accordance with its termsentering into this Agreement, subjectBuyer has not relied on any representation, howeverwarranty, to the effects promise or statement, express or implied, of bankruptcySeller, insolvencyor anyone acting for or on behalf of Seller, reorganization, moratorium and similar laws, as well as to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (d) There are no actions, suits or proceedings pending other than pending permit applications required for the Facility, nor, to the best of Buyer's knowledge, are any actions, suits or proceedings threatened before any court, administrative agency, arbitrator or governmental body which might, if determined adversely to Buyer, materially and adversely affect the business or financial condition of Buyer, or materially and adversely affect the ability of Buyer to perform its obligations under this Agreement. (e) Buyer intends to operate the forwarding, receiving and all material handling systems as expressly set forth in accordance with OSHA. (f) To the best of Buyer's knowledge and belief, Buyer is in compliance in all material respects with all applicable statutes and regulations of the United States of America, all states and municipalities and all agencies and instrumentalities of the foregoing, relating to the conduct of its business and ownership of its properties to the extent necessary to perform its obligations under this Agreement, and that all matters concerning the Property have been or shall be independently verified by Buyer prior to the Closing, and that Buyer shall continue purchase the Property on Buyer’s own prior investigation and examination of the Property (or Buyer’s election not to be in compliance in all such material respects until the Term is completed.do so); AND THAT, AS A MATERIAL INDUCEMENT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY SELLER, BUYER IS PURCHASING THE PROPERTY IN AN “AS IS” PHYSICAL