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

Representations, Warranties and Covenants of Lender. Lender hereby represents and warrants to, and agrees with, the Company as follows: (a) Lender is an “Accredited Investor” as such term is defined in Rule 501(a) promulgated under the Securities Act. (b) Each of the Transaction Documents to which Lender is party has been duly executed and delivered by Lender and constitutes the legal, valid and binding obligation of Lender, enforceable against Lender in accordance with its terms except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies. (c) The execution, delivery and performance by Lender of the Transaction Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Lender’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material statute, law, rule, regulation or court decree binding upon or applicable to Lender or its assets or properties, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Lender or any of its property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or governmental approval from, any Governmental Authority (except such governmental approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default or give rise to a right to terminate under any material agreement by which Lender is bound. (d) Lender is familiar with the business, plans and financial condition of the Company; Lender has received all materials that have been requested by Lender; Lender has had a reasonable opportunity to ask questions of the Company and its representatives, and the Company has answered to the satisfaction of Lender all inquiries that Lender or Lender’s representatives have put to it. Lender has had access to all additional information that Lender has deemed necessary to verify the accuracy of the information set forth in this Agreement, and has taken all the steps necessary to evaluate the merits and risks of an investment as proposed under this Agreement. (e) Lender hereby acknowledges and represents that Lender is able to bear the economic risk which Lender hereby assumes. (f) Lender understands the various risks of an investment in the Company as proposed herein and can afford to bear such risks, including, without limitation, the risks of losing the entire investment. (g) Lender will acquire the Notes for Lender’s own account (or, if such individual is married, for the joint account of Lender and Lender’s spouse either in joint tenancy, tenancy by the entirety or tenancy in common) for investment and not with a view to the sale or distribution thereof or the granting of any participation therein in violation of the securities laws, and has no present intention of distributing or selling to others any of such interest or granting any participation therein in violation of the securities laws. (h) Lender is not entering into this Agreement or purchasing the Notes as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation by a person other than a representative of the Company with which Lender had a pre-existing relationship.

Representations, Warranties and Covenants of Lender. Lender hereby represents and warrants to, and agrees with, the Company as follows: (a) Lender is an “Accredited Investor” as such term is defined in Rule 501(a) promulgated under the Securities Act. (b) Each of the Transaction Documents to which Lender is party has been duly executed and delivered by Lender and constitutes the legal, valid and binding obligation of Lender, enforceable against Lender in accordance with its terms except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies. (c) The execution, delivery and performance by Lender of the Transaction Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Lender’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material statute, law, rule, regulation or court decree binding upon or applicable to Lender or its assets or properties, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Lender or any of its property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or governmental approval from, any Governmental Authority (except such governmental approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default or give rise to a right to terminate under any material agreement by which Lender is bound. (d) Lender is familiar with the business, plans and financial condition of the Company; Lender has received all materials that have been requested by Lender; Lender has had a reasonable opportunity to ask questions of the Company and its representatives, and the Company has answered to the satisfaction of Lender all inquiries that Lender or Lender’s representatives have put to it. Lender has had access to all additional information that Lender has deemed necessary to verify the accuracy of the information set forth in this Agreement, and has taken all the steps necessary to evaluate the merits and risks of an investment as proposed under this Agreement. (e) Lender hereby acknowledges and represents that Lender is able to bear the economic risk which Lender hereby assumes. (f) Lender understands the various risks of an investment in the Company as proposed herein and can afford to bear such risks, including, without limitation, the risks of losing the entire investment. (g) Lender acknowledges that Lender has been informed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Securities Act and the rules and regulations thereunder on the transfer of the Notes. In particular, Lender agrees that no sale, assignment or transfer of any of the Notes acquired by Lender shall be valid or effective, and the Company shall not be required to give any effect to such a sale, assignment or transfer, unless (a) the sale, assignment or transfer of such Notes is registered under the Securities Act, it being understood that the Notes are not currently registered for sale and that the Company has no obligation to so register the Notes; or (b) the Notes are sold, assigned or transferred in accordance with all the requirements and limitations of an exemption from registration under the Securities Act. Lender further understands that an opinion of counsel satisfactory to the Company and other documents may be required to transfer the Notes. (h) Lender acknowledges that the Notes to be acquired will be subject to a stop transfer order and any certificate or certificates evidencing any Notes shall bear the following or a substantially similar legend and such other legends as may be required by state blue sky laws: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ANY SUCH TRANSFER MAY ALSO BE SUBJECT TO COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.” (i) Lender will acquire the Notes for Lender’s own account (or, if such individual is married, for the joint account of Lender and Lender’s spouse either in joint tenancy, tenancy by the entirety or tenancy in common) for investment and not with a view to the sale or distribution thereof or the granting of any participation therein in violation of the securities laws, and has no present intention of distributing or selling to others any of such interest or granting any participation therein in violation of the securities laws. (hj) Lender is not entering into this Agreement or purchasing the Notes as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation by a person other than a representative of the Company with which Lender had a pre-existing relationship.

Representations, Warranties and Covenants of Lender. Lender hereby represents and warrants to, and agrees with, the Company as follows: (a) Lender is an “Accredited Investor” as such term is defined in Rule 501(a) promulgated under the Securities Act. (b) Each of the Transaction Loan Documents to which Lender is party has been duly executed and delivered by Lender and constitutes the legal, valid and binding obligation of Lender, enforceable against Lender in accordance with its terms except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies. (c) The execution, delivery and performance by Lender of the Transaction Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Lender’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material statute, law, rule, regulation or court decree binding upon or applicable to Lender or its assets or properties, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award a xxxx of any Governmental Authority by which Lender or any of its property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or governmental approval from, any Governmental Authority (except such governmental approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default or give rise to a right to terminate under any material agreement by which Lender is bound. (d) Lender is familiar with the business, plans and financial condition of the Company; Lender has received all materials that have been requested by Lender; Lender has had a reasonable opportunity to ask questions of the Company and its representatives, and the Company has answered to the satisfaction of Lender all inquiries that Lender or Lender’s representatives have put to it. Lender has had access to all additional information that Lender has deemed necessary to verify the accuracy of the information set forth in this Agreement, and has taken all the steps necessary to evaluate the merits and risks of an investment as proposed under this Agreement. (e) Lender hereby acknowledges and represents that Lender is able to bear the economic risk which Lender hereby assumes. (fe) Lender understands the various risks of an investment in the Company as proposed herein and can afford to bear such risks, including, without limitation, the risks of losing the entire investment. (f) Lender acknowledges that Lender has been informed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Securities Act and the rules and regulations thereunder on the transfer of the Notes. In particular, Lender agrees that no sale, assignment or transfer of any of the Notes acquired by Lender shall be valid or effective, and the Company shall not be required to give any effect to such a sale, assignment or transfer, unless (a) the sale, assignment or transfer of such Notes is registered under the Securities Act, it being understood that the Notes are not currently registered for sale and that the Company has no obligation to so register the Notes; or (b) the Notes are sold, assigned or transferred in accordance with all the requirements and limitations of an exemption from registration under the Securities Act. Lender further understands that an opinion of counsel satisfactory to the Company and other documents may be required to transfer the Notes. (g) Lender acknowledges that the Notes to be acquired will be subject to a stop transfer order and any certificate or certificates evidencing any Notes shall bear the following or a substantially similar legend and such other legends as may be required by state blue sky laws: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ANY SUCH TRANSFER MAY ALSO BE SUBJECT TO COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.” (h) Lender will acquire the Notes issued hereunder for Lender’s own account (or, if such individual is married, for the joint account of Lender and Lender’s spouse either in joint tenancy, tenancy by the entirety or tenancy in common) for investment and not with a view to the sale or distribution thereof or the granting of any participation therein in violation of the securities laws, and has no present intention of distributing or selling to others any of such interest or granting any participation therein in violation of the securities laws. (hi) Lender is not entering into this Agreement or purchasing the Notes as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation by a person other than a representative of the Company with which Lender had a pre-existing relationship.

Representations, Warranties and Covenants of Lender. Lender hereby represents and warrants to, and agrees with, the Company as follows: (a) Lender is an “Accredited Investor” as such term is defined in Rule 501(a) promulgated under the Securities Act. (b) Each of the Transaction Documents to which Lender is party has been duly executed and delivered by Lender and constitutes the legal, valid and binding obligation of Lender, enforceable against Lender in accordance with its terms except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies. (c) The execution, delivery and performance by Lender of the Transaction Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Lender’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material statute, law, rule, regulation or court decree binding upon or applicable to Lender or its assets or properties, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Lender or any of its property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or governmental approval from, any Governmental Authority (except such governmental approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default or give rise to a right to terminate under any material agreement by which Lender is bound. (d) Lender is familiar with the business, plans and financial condition of the Company; Lender has received all materials that have been requested by Lender; Lender has had a reasonable opportunity to ask questions of the Company and its representatives, and the Company has answered to the satisfaction of Lender all inquiries that Lender or Lender’s representatives have put to it. Lender has had access to all additional information that Lender has deemed necessary to verify the accuracy of the information set forth in this Agreement, and has taken all the steps necessary to evaluate the merits and risks of an investment as proposed under this Agreement. (e) Lender hereby acknowledges and represents that Lender is able to bear the economic risk which Lender hereby assumes. (f) Lender understands the various risks of an investment in the Company as proposed herein and can afford to bear such risks, including, without limitation, the risks of losing the entire investment. (g) Lender acknowledges that Lender has been informed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Securities Act and the rules and regulations thereunder on the transfer of the Notes. In particular, Lender agrees that no sale, assignment or transfer of any of the Notes acquired by Lender shall be valid or effective, and the Company shall not be required to give any effect to such a sale, assignment or transfer, unless (a) the sale, assignment or transfer of such Notes is registered under the Securities Act, it being understood that the Notes are not currently registered for sale and that the Company has no obligation to so register the Notes; or (b) the Notes are sold, assigned or transferred in accordance with all the requirements and limitations of an exemption from registration under the Securities Act. Lender further understands that an opinion of counsel satisfactory to the Company and other documents may be required to transfer the Notes. (h) Lender acknowledges that the Notes to be acquired will be subject to a stop transfer order and any certificate or certificates evidencing any Notes shall bear the following or a substantially similar legend and such other legends as may be required by state blue sky laws: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ANY SUCH TRANSFER MAY ALSO BE SUBJECT TO COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.” (i) Lender will acquire the Notes and any Shares issued upon conversion of the Notes for Lender’s own account (or, if such individual is married, for the joint account of Lender and Lender’s spouse either in joint tenancy, tenancy by the entirety or tenancy in common) for investment and not with a view to the sale or distribution thereof or the granting of any participation therein in violation of the securities laws, and has no present intention of distributing or selling to others any of such interest or granting any participation therein in violation of the securities laws. (hj) Lender is not entering into this Agreement or purchasing the Notes as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation by a person other than a representative of the Company with which Lender had a pre-existing relationship.

Representations, Warranties and Covenants of Lender. Lender hereby represents and warrants to, and agrees with, the Company as follows: (a) Lender is an “Accredited Investor” as such term is defined in Rule 501(a) promulgated under the Securities Act. (b) Each of the Transaction Documents to which Lender is party has been duly executed and delivered by Lender and constitutes the legal, valid and binding obligation of Lender, enforceable against Lender in accordance with its terms except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies. (c) The execution, delivery and performance by Lender of the Transaction Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Lender’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material statute, law, rule, regulation or court decree binding upon or applicable to Lender or its assets or properties, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Lender or any of its property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or governmental approval from, any Governmental Authority (except such governmental approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default or give rise to a right to terminate under any material agreement by which Lender is bound. (d) Lender is familiar with the business, plans and financial condition of the Company; Lender has received all materials that have been requested by Lender; Lender has had a reasonable opportunity to ask questions of the Company and its representatives, and the Company has answered to the satisfaction of Lender all inquiries that Lender or Lender’s representatives have put to it. Lender has had access to all additional information that Lender has deemed necessary to verify the accuracy of the information set forth in this Agreement, and has taken all the steps necessary to evaluate the merits and risks of an investment as proposed under this Agreement. (e) Lender hereby acknowledges and represents that Lender is able to bear the economic risk which Lender hereby assumes. (f) Lender understands the various risks of an investment in the Company as proposed herein and can afford to bear such risks, including, without limitation, the risks of losing the entire investment. (g) Lender acknowledges that Lender has been informed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Securities Act and the rules and regulations thereunder on the transfer of the Notes. In particular, Lender agrees that no sale, assignment or transfer of any of the Notes acquired by Lender shall be valid or effective, and the Company shall not be required to give any effect to such a sale, assignment or transfer, unless (a) the sale, assignment or transfer of such Notes is registered under the Securities Act, it being understood that the Notes are not currently registered for sale and that the Company has no obligation to so register the Notes; or (b) the Notes are sold, assigned or transferred in accordance with all the requirements and limitations of an exemption from registration under the Securities Act. Lender further understands that an opinion of counsel satisfactory to the Company and other documents may be required to transfer the Notes. (h) Lender acknowledges that the Notes to be acquired will be subject to a stop transfer order and any certificate or certificates evidencing the Notes and the shares of Common Stock issuable upon conversion of the Notes shall bear the following or a substantially similar legend and such other legends as may be required by state blue sky laws: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ANY SUCH TRANSFER MAY ALSO BE SUBJECT TO COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.” (i) Lender will acquire the Notes and the shares of Common Stock issued upon conversion of the Notes for Lender’s own account (or, if such individual is married, for the joint account of Lender and Lender’s spouse either in joint tenancy, tenancy by the entirety or tenancy in common) for investment and not with a view to the sale or distribution thereof or the granting of any participation therein in violation of the securities laws, and has no present intention of distributing or selling to others any of such interest or granting any participation therein in violation of the securities laws. (hj) Lender is not entering into this Agreement or purchasing the Notes as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation by a person other than a representative of the Company with which Lender had a pre-existing relationship.

Representations, Warranties and Covenants of Lender. As to items 8.(a) through 8.(d) Lender hereby certifies, represents and warrants toto Equity Provider, and as to items 8.(e) through 8.(g) Lender covenants and agrees withwith Equity Provider, the Company as followsthat: (a) There are no other agreements in existence between Lender is an “Accredited Investor” as such term is defined in Rule 501(a) promulgated under and Borrower relating to the Securities ActProject, other than the Loan Documents and the documents evidencing, securing or pertaining to the Site Development Loan. (b) Each The Loan Documents have not been altered, amended or modified and are presently in full force and effect. (c) As of this date, Lender has fulfilled all of its duties and obligations under the Loan Documents to be fulfilled as of this date and is not in default under the terms, conditions, covenants and obligations of the Transaction Loan Documents. To the best of the actual knowledge of those officers of Lender who have been directly involved in the Project and this Agreement, and as of this date, Borrower has fulfilled all of its duties andobligations under the Loan Documents to which Lender be fulfilled as of this date and is party has not in default under the terms, conditions, covenants and obligations of the Loan Documents. (d) This Agreement and the Loan Documents have been duly authorized, executed and delivered by Lender and constitutes the legal, valid are legal and binding obligation of upon Lender, and are enforceable against Lender in accordance with its terms except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies. (c) The execution, delivery and performance by Lender of the Transaction Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Lender’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material statute, law, rule, regulation or court decree binding upon or applicable to Lender or its assets or properties, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Lender or any of its property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or governmental approval from, any Governmental Authority (except such governmental approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default or give rise to a right to terminate under any material agreement by which Lender is bound. (d) Lender is familiar with the business, plans and financial condition of the Company; Lender has received all materials that have been requested by Lender; Lender has had a reasonable opportunity to ask questions of the Company and its representatives, and the Company has answered to the satisfaction of Lender all inquiries that Lender or Lender’s representatives have put to it. Lender has had access to all additional information that Lender has deemed necessary to verify the accuracy of the information set forth in this Agreement, and has taken all the steps necessary to evaluate the merits and risks of an investment as proposed under this Agreementtheir terms. (e) So long as Equity Provider is not in default under this Agreement, Lender hereby acknowledges shall not enter into any agreement with Borrower to modify the Loan Documents or any attachment thereto without the prior written consent of Equity Provider, which shall not be unreasonably withheld or delayed so long as the modification in question does not materially and represents that adversely affect Equity Provider’s rights and benefits under this Agreement or the Purchase Agreement; provided, however, nothing herein shall limit or impair the right of Lender is able to bear waive any default or covenant or condition of the economic risk which Lender hereby assumesLoan Documents. (f) Whenever Lender understands shall deliver any written notice or demand to Borrower with respect to the various risks Loan Documents or this Agreement, Lender shall, at the same time, deliver to Equity Provider a copy of an investment such notice or demand. So long as such notice has been given in accordance with Section 18 hereof, Equity Provider’s failure to receive such notice shall not limit or restrict Lender’s rights or remedies under this Agreement or the Company as proposed herein and can afford to bear such risks, including, without limitation, the risks of losing the entire investmentother Loan Documents. (g) Lender will acquire Notwithstanding anything to the Notes for Lender’s own account (orcontrary contained in the documents evidencing, securing or pertaining to the Loan, if acasualty occurs with respect to the Project, Lender shall make available to Borrower all casualty insurance proceeds to rebuild or repair the Project and extend the term of the Loan as necessary to allow such individual is marriedrebuilding or repair to occur prior to maturity of the Loan, if both of the following conditions are met: (1) no Default shall then exist and no event shall then exist which, with the giving of notice or passage of time or both, would constitute a Default (for purposes of this subsection (1), a Default shall not be deemed to have occurred until Lender shall have given notice to Equity Provider and opportunity to cure pursuant to Section 2.(a) hereof, and pending any such cure, Lender shall hold all casualty insurance proceeds in its possession for the joint account of Lender Borrower); and Lender’s spouse either in joint tenancy, tenancy by the entirety or tenancy in common) for investment and not with a view to the sale or distribution thereof or the granting of any participation therein in violation of the securities laws, and has no present intention of distributing or selling to others any of such interest or granting any participation therein in violation of the securities laws. (h) Lender is not entering into this Agreement or purchasing the Notes as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation by a person other than a representative of the Company with which Lender had a pre-existing relationship.

Representations, Warranties and Covenants of Lender. Each Lender hereby represents and warrants to, and agrees with, the Company as follows: 4.1. The Subject Securities are being offered and issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (athe “Securities Act”), provided by Section 4(2) of such Act. Such Lender is an “Accredited Investor” (as such term is defined in Rule 501(a) 501 promulgated under the Securities Act), and the Company is relying on the representations made such Lender in this Agreement in determining the availability of such exemption. (b) 4.2. Each of the Transaction Documents to which such Lender is party has been duly executed and delivered by such Lender and constitutes the legal, valid and binding obligation of such Lender, enforceable against such Lender in accordance with its terms except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remediesterms. (c) The 4.3. Neither the execution, delivery and nor performance by Lender of the Transaction Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Lender’s organizational documents, (ii) contravene, conflict by such Lender violates or conflicts with, constitute creates (with or without the giving of notice or the lapse of time, or both) a default under or violate a lien or encumbrance upon any material of such Lender’s assets or properties pursuant to, or requires the consent, approval or order of any government or governmental agency or other person or entity under (a) any note, indenture, lease, license or other agreement to which such Lender is a party or by which it or any of its assets or properties is bound or (b) any statute, law, rule, regulation or court decree binding upon or applicable to such Lender or its assets or properties, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Lender or any of its property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or governmental approval from, any Governmental Authority (except such governmental approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default or give rise to a right to terminate under any material agreement by which Lender is bound. (d) 4.4. Such Lender has received, read carefully and is familiar with the Transaction Documents and the SEC Filings. 4.5. Such Lender is familiar with the business, plans and financial condition of the Company; such Lender has received all materials that have been requested by such Lender; such Lender has had a reasonable opportunity to ask questions of the Company and its representatives, and the Company has answered to the satisfaction of such Lender all inquiries that such Lender or such Lender’s representatives have put to it. Such Lender has had access to all additional information that such Lender has deemed necessary to verify the accuracy of the information set forth in this AgreementAgreement and the SEC Filings, and has taken all the steps necessary to evaluate the merits and risks of an investment as proposed under this Agreement. (e) 4.6. Such Lender hereby acknowledges that the commitment to purchase the Subject Securities pursuant hereto is and represents that shall be irrevocable and the agreements contained herein shall survive the insolvency, death or disability of such Lender. 4.7. Such Lender has prior investment experience, including investment in securities which are non-listed, unregistered and/or not traded on an automated quotation system; such Lender recognizes the highly speculative nature of an investment in the Subject Securities; and such Lender is able to bear the economic risk which Lender hereby assumes. (f) 4.8. Such Lender understands the various risks of an investment in the Company as proposed herein and can afford to bear such risks, including, without limitation, the risks of losing the entire investment. 4.9. Such Lender acknowledges that such Lender has been informed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Securities Act and the rules and regulations thereunder on the transfer of the Subject Securities. In particular, such Lender agrees that no sale, assignment or transfer of any of the Subject Securities acquired by such Lender shall be valid or effective, and the Company shall not be required to give any effect to such a sale, assignment or transfer, unless (ga) the sale, assignment or transfer of such Subject Securities is registered under the Securities Act, it being understood that the Subject Securities are not currently registered for sale and that the Company has no obligation to so register the Subject Securities; (b) the Subject Securities are sold, assigned or transferred in accordance with all the requirements and limitations of an exemption from registration under the Securities Act. Such Lender further understands that an opinion of counsel satisfactory to the Company and other documents may be required to transfer the Subject Securities. 4.10. Such Lender acknowledges that the Subject Securities to be acquired will be subject to a stop transfer order and any certificate or certificates evidencing any Subject Securities shall bear the following or a substantially similar legend and such other legends as may be required by state blue sky laws: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ANY SUCH TRANSFER MAY ALSO BE SUBJECT TO COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.” 4.11. Such Lender will acquire the Notes Subject Securities for such Lender’s own account (or, if such individual is married, for the joint account of such Lender and such Lender’s spouse either in joint tenancy, tenancy by the entirety or tenancy in common) for investment and not with a view to the sale or distribution thereof or the granting of any participation therein in violation of the securities laws, and has no present intention of distributing or selling to others any of such interest or granting any participation therein in violation of the securities laws. (h) 4.12. Such Lender is not relying on any representations and warranties of the Company other than those in this Agreement. 4.13. Such Lender is not entering into this Agreement or purchasing the Notes Subject Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation by a person other than a representative of the Company with which such Lender had a pre-existing relationshiprelationship in connection with investments in securities generally. 4.14. Such Lender is not relying on the Company or its officers, directors or professional advisors for advice with respect to the tax and other economic considerations of an investment. 4.15. Such Lender understands that the net proceeds from the sale of the Subject Securities may be used for such purposes as the Company determines from time to time. 4.16. Such Lender has not engaged any broker or other person or entity that is entitled to a commission, fee or other remuneration as a result of the execution, delivery or performance of this Agreement. 4.17. Such Lender represents, warrants and covenants to the Company as set forth in Schedule 4.17, which is incorporated herein by reference.

Representations, Warranties and Covenants of Lender. Each Lender hereby represents and warrants to, and agrees withcovenants with the Local HFA (each of which representations, warranties and covenants herein and with respect to any Mortgage Loan originated by Lender hereunder shall survive the Company as followspurchase of Mortgage Loans originated by Lender) that: (a) Lender is an “Accredited Investor” as such term is defined in Rule 501(a) promulgated entity duly organized and existing under the Securities Actlaws of the state in which it was created, or is duly chartered or incorporated under federal law, is duly authorized to transact business in the State, and customarily provides service or otherwise aids in financing mortgages located in the State. (b) Each Lender agrees that during the term of this Agreement it will remain subject to supervision and examination by State or federal authorities, as may be applicable, and that it will remain in good standing and qualified to do business under any applicable laws of the Transaction Documents United States of America, the state of its organization and of the State. Lender agrees that during the term of this Agreement, it will not dissolve or otherwise dispose of all or substantially all of its assets and will not voluntarily consolidate with or merge into any other entity or permit one or more other entities to which consolidate with or merge into it without the consent of the Local HFA; provided, that Lender is party has been duly executed may, without violating this paragraph, consolidate with or merge into another entity, or permit one or more entities to consolidate with or merge into it, or sell or otherwise transfer to another entity all or substantially all of its assets as an entirety and delivered by thereafter dissolve, provided the surviving, resulting or transferee entity, as the case may be, shall be subject to the supervision and examination of the State or federal authorities, as may be applicable, shall constitute a “Lender” as defined herein and shall assume in writing all of the obligations of Lender and constitutes under this Agreement (in the legalcase of a sale of all or substantially all of a Lender’s assets, valid and binding obligation of Lender, enforceable against the Local HFA shall release Lender in accordance writing, concurrently with its terms except as and contingent upon such enforceability may be limited by general principles of equity or assumption, from all liability to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remediesLocal HFA hereunder). (c) The executionLender has the power to accept the terms of this Agreement and to execute and deliver this Agreement and enter into the transactions contemplated by this Agreement, delivery and the acceptance and performance by Lender of the Transaction Documents to which it is a party this Agreement have been duly authorized, authorized by all necessary corporate and do not (i) conflict with any of Lender’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material statute, law, rule, regulation or court decree binding upon or applicable to Lender or its assets or properties, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Lender or any of its property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or governmental approval from, any Governmental Authority (except such governmental approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default or give rise to a right to terminate under any material agreement by which Lender is boundother action. (d) Lender is familiar with Neither the business, plans execution and financial condition delivery of the Company; Lender has received all materials that have been requested by Lender; Lender has had a reasonable opportunity to ask questions of the Company and its representatives, and the Company has answered to the satisfaction of Lender all inquiries that Lender or Lender’s representatives have put to it. Lender has had access to all additional information that Lender has deemed necessary to verify the accuracy of the information set forth in this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and has taken all the steps necessary to evaluate the merits and risks conditions of an investment as proposed under this Agreement, shall conflict with or result in any breach or violation of any of the terms, conditions or provisions of any applicable laws, including regulations, or any agreement or instrument to which Lender is now a party or by which it is bound, or constitute a default under any of the foregoing. (e) Lender hereby acknowledges and represents that Lender will not take any action or omit to take any action or permit any action which is able within its control to bear be taken which would impair the economic risk which Lender hereby assumesexclusion from gross income for federal income tax purposes of interest on any Bonds of the Local HFA. (f) Lender understands is not under any cease and desist order or other order or injunction of a similar nature, temporary or permanent, of any federal or state authority, nor are there any proceedings presently in progress, or to its knowledge contemplated or threatened, which would, if successful, lead to the various risks issuance of an investment in the Company as proposed herein and can afford to bear any such risks, including, without limitation, the risks of losing the entire investmentorder. (g) Lender will acquire the Notes for Lender’s own account (or, if shall furnish such individual is married, for the joint account of Lender and Lender’s spouse either in joint tenancy, tenancy documents as may reasonably be requested by the entirety Local HFA or tenancy in common) for investment and not with a view other parties to the sale or distribution thereof or the granting of any participation therein in violation of the securities laws, and has no present intention of distributing or selling to others any of such interest or granting any participation therein in violation of the securities lawstransactions contemplated hereby. (h) Lender is not entering into (i) an FHA-approved mortgagee, with direct endorsement underwriting authority preferred, in good standing, (ii) an approved lender in good standing for VA-guaranteed mortgage loans (with automatic approval authority preferred), unless waived by the Servicer, (iii) a GNMA approved “issuer-servicer” in good standing, and (iv) if Conventional Mortgage Loans to be purchased under the Xxxxxx Xxx or Xxxxxxx Mac programs are to be originated, a Xxxxxx Mae or Xxxxxxx Mac approved lender in good standing acceptable to the PMI Insurer, unless waived by the Servicer. The Lender will notify the Servicer in writing at such time as its status with respect to items (i) - (iv) in this Agreement paragraph (h)changes. (i) The Lender will comply, (i) with respect to each FHA Mortgage Loan, with the National Housing Act of 1934, as amended, with all rules and regulations issued thereunder and with all applicable administrative publications, (ii) with respect to each VA Mortgage Loan, with the Serviceman’s Readjustment Act, as amended, with all rules and regulations issued thereunder and with all administrative publications, (iii) with respect to each Mortgage Loan, with all the requirements of, and the “Representations and Warranties of Lender” set forth in, the GNMA Guide, Xxxxxxx Mac Guides, Xxxxxx Xxx Guides, the Lender Manual and the Administrator’s Guidelines, as applicable, (iv) any and all applicable laws governing or purchasing regulating the Notes as a result origination of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation by a person other than a representative of the Company with which Lender had a pre-existing relationship.mortgage loans and

Representations, Warranties and Covenants of Lender. Lender hereby represents and warrants to, and agrees with, the Company to Borrower as follows: (a) Lender is an “Accredited Investor” as such term is defined a duly organized, validly existing corporation, in Rule 501(a) promulgated good standing under the Securities Actlaws of Illinois, and has full corporate power and authority to conduct its business as it is presently being conducted and to own and lease its properties and assets. Lender is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which such qualification is necessary as a result of the conduct of its business or the ownership of its properties and where failure to be qualified would have a material adverse effect on the business or financial condition of Lender. (b) Each of Lender has all necessary corporate powers and authority to enter into this Agreement, and has taken all corporate action necessary to consummate the Transaction Documents transactions contemplated hereby and thereby, and to which Lender is party has been duly executed and delivered by Lender and constitutes the legal, valid and binding obligation of Lender, enforceable against Lender in accordance with perform its terms except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.obligations (c) The No consent, approval or authorization of, or declaration, filing or registration with, any person is required to be made or obtained by Lender in connection with the execution, delivery and performance by Lender of the Transaction Documents to this Agreement other than those which it is a party have been duly authorized, and do not (i) conflict with any of Lender’s organizational documents, (ii) contravene, conflict with, constitute a default under made or violate any material statute, law, rule, regulation or court decree binding upon or applicable to Lender or its assets or properties, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Lender or any of its property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or governmental approval from, any Governmental Authority (except such governmental approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default or give rise to a right to terminate under any material agreement by which Lender is boundobtained. (d) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby will result in (i) a violation of or a conflict with any provision of the certificate of incorporation or bylaws of Lender, (ii) breach of, or a default under, any term or provision of any material contract, agreement, lease, lien, commitment, license, franchise, permit, authorization or concession to which Lender is familiar with a party or by which any of its property is bound, which breach or default would have a material adverse effect on the business, plans and business or financial condition of Lender or its ability to consummate the Company; transactions contemplated hereby, or (iii ) a violation by Lender has received all materials that of any statute, rule, regulation, ordinance, code, order, judgment, writ, injunction, decree or award, which violation would have been requested by Lender; Lender has had a reasonable opportunity to ask questions of material adverse effect on the Company and its representatives, and the Company has answered to the satisfaction business or financial condition of Lender all inquiries that Lender or Lender’s representatives have put its ability to it. Lender has had access to all additional information that Lender has deemed necessary to verify consummate the accuracy of the information set forth in this Agreement, and has taken all the steps necessary to evaluate the merits and risks of an investment as proposed under this Agreementtransactions contemplated hereby. (e) Lender hereby acknowledges and represents that is not in violation of any statute, rule, regulation, ordinance, code, order, judgment, writ, injunction, decree or award, which violation would have a material adverse effect on the business or financial condition of Lender is able or its ability to bear consummate the economic risk which Lender hereby assumestransactions contemplated hereby. (f) Upon the conveyance to Borrower of any Stock by Lender understands the various risks of an investment in the Company as proposed herein and can afford to bear such risks, including, without limitation, the risks of losing the entire investment. (g) Lender will acquire the Notes for Lender’s own account (or, if such individual is married, for the joint account of Lender and Lender’s spouse either in joint tenancy, tenancy by the entirety or tenancy in common) for investment and not with a view pursuant to the sale terms of this Agreement, such Stock shall be free of liens and encumbrances of every kind and character arising through the acts or distribution thereof or the granting omissions of any participation therein in violation of the securities laws, and has no present intention of distributing or selling to others any of such interest or granting any participation therein in violation of the securities lawsLender. (h) Lender is not entering into this Agreement or purchasing the Notes as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation by a person other than a representative of the Company with which Lender had a pre-existing relationship.

Representations, Warranties and Covenants of Lender. Each Lender hereby represents and warrants to, and agrees withcovenants with the Local HFA (each of which representations, warranties and covenants herein and with respect to any Mortgage Loan originated by Lender hereunder shall survive the Company as followspurchase of Mortgage Loans originated by Lender) that: (a) Lender is an “Accredited Investor” as such term is defined in Rule 501(a) promulgated entity duly organized and existing under the Securities Actlaws of the state in which it was created, or is duly chartered or incorporated under federal law, is duly authorized to transact business in the State, and customarily provides service or otherwise aids in financing mortgages located in the State. (b) Each Lender agrees that during the term of this Agreement it will remain subject to supervision and examination by State or federal authorities, as may be applicable, and that it will remain in good standing and qualified to do business under any applicable laws of the Transaction Documents United States of America, the state of its organization and of the State. Lender agrees that during the term of this Agreement, it will not dissolve or otherwise dispose of all or substantially all of its assets and will not voluntarily consolidate with or merge into any other entity or permit one or more other entities to which consolidate with or merge into it without the consent of the Local HFA; provided, that Lender is party has been duly executed may, without violating this paragraph, consolidate with or merge into another entity, or permit one or more entities to consolidate with or merge into it, or sell or otherwise transfer to another entity all or substantially all of its assets as an entirety and delivered by thereafter dissolve, provided the surviving, resulting or transferee entity, as the case may be, shall be subject to the supervision and examination of the State or federal authorities, as may be applicable, shall constitute a “Lender” as defined herein and shall assume in writing all of the obligations of Lender and constitutes under this Agreement (in the legalcase of a sale of all or substantially all of a Lender's assets, valid and binding obligation of Lender, enforceable against the Local HFA shall release Lender in accordance writing, concurrently with its terms except as and contingent upon such enforceability may be limited by general principles of equity or assumption, from all liability to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remediesLocal HFA hereunder). (c) The executionLender has the power to accept the terms of this Agreement and to execute and deliver this Agreement and enter into the transactions contemplated by this Agreement, delivery and the acceptance and performance by Lender of the Transaction Documents to which it is a party this Agreement have been duly authorized, authorized by all necessary corporate and do not (i) conflict with any of Lender’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material statute, law, rule, regulation or court decree binding upon or applicable to Lender or its assets or properties, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Lender or any of its property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or governmental approval from, any Governmental Authority (except such governmental approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default or give rise to a right to terminate under any material agreement by which Lender is boundother action. (d) Lender is familiar with Neither the business, plans execution and financial condition delivery of the Company; Lender has received all materials that have been requested by Lender; Lender has had a reasonable opportunity to ask questions of the Company and its representatives, and the Company has answered to the satisfaction of Lender all inquiries that Lender or Lender’s representatives have put to it. Lender has had access to all additional information that Lender has deemed necessary to verify the accuracy of the information set forth in this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and has taken all the steps necessary to evaluate the merits and risks conditions of an investment as proposed under this Agreement, shall conflict with or result in any breach or violation of any of the terms, conditions or provisions of any applicable laws, including regulations, or any agreement or instrument to which Lender is now a party or by which it is bound, or constitute a default under any of the foregoing. (e) Lender hereby acknowledges and represents that Lender will not take any action or omit to take any action or permit any action which is able within its control to bear be taken which would impair the economic risk which Lender hereby assumesexclusion from gross income for federal income tax purposes of interest on any Bonds of the Local HFA. (f) Lender understands is not under any cease and desist order or other order or injunction of a similar nature, temporary or permanent, of any federal or state authority, nor are there any proceedings presently in progress, or to its knowledge contemplated or threatened, which would, if successful, lead to the various risks issuance of an investment in the Company as proposed herein and can afford to bear any such risks, including, without limitation, the risks of losing the entire investmentorder. (g) Lender will acquire the Notes for Lender’s own account (or, if shall furnish such individual is married, for the joint account of Lender and Lender’s spouse either in joint tenancy, tenancy documents as may reasonably be requested by the entirety Local HFA or tenancy in common) for investment and not with a view other parties to the sale or distribution thereof or the granting of any participation therein in violation of the securities laws, and has no present intention of distributing or selling to others any of such interest or granting any participation therein in violation of the securities lawstransactions contemplated hereby. (h) Lender is (i) an FHA-approved mortgagee, with direct endorsement underwriting authority preferred, in good standing, (ii) an approved lender in good standing for VA-guaranteed mortgage loans (with automatic approval authority preferred), unless waived by the Servicer, (iii) a GNMA approved “issuer-servicer” in good standing, and (iv) if Conventional Mortgage Loans to be purchased under the Xxxxxx Xxx or Xxxxxxx Mac programs are to be originated, a Xxxxxx Mae or Xxxxxxx Mac approved lender in good standing acceptable to the PMI Insurer, unless waived by the Servicer. The Lender will notify the Servicer in writing at such time as its status with respect to items (i) - (iv) in this paragraph (h) changes. (i) The Lender will comply, (i) with respect to each FHA Mortgage Loan, with the National Housing Act of 1934, as amended, with all rules and regulations issued thereunder and with all applicable administrative publications, (ii) with respect to each VA Mortgage Loan, with the Serviceman's Readjustment Act, as amended, with all rules and regulations issued thereunder and with all administrative publications, (iii) with respect to each Mortgage Loan, with all the requirements of, and the “Representations and Warranties of Lender” set forth in, the GNMA Guide, Xxxxxxx Mac Guides, Xxxxxx Xxx Guides, the Lender Manual and the Administrator’s Guidelines, as applicable, (iv) any and all applicable laws governing or regulating the origination of mortgage loans and (v) approved by and in good standing with the Servicer. (j) Lender (i) is currently authorized to make mortgage loans in the State, (ii) is currently originating mortgage loans for single family residences within the Eligible Loan Area, (iii) has an office located within the Eligible Loan Area (unless otherwise waived by the Local HFA) and (iv) is a “lending institution” as that term is defined in the Florida Housing Finance Authorities Law, Section 159.601, et seq. (k) Lender agrees to indemnify and hold harmless the Local HFA and its respective directors, officers, agents and employees from and against any and all claims, losses, damages or liabilities (including, without limitation, reasonable legal fees and expenses) arising out of, with respect to, or in connection with any performance, or failure to perform, by Lender of any act required hereunder or the breach of any representation or warranty made herein or breach of law. (l) There is no litigation pending or, to the Lender's knowledge, threatened, against the Lender affecting the right of any of the present members of the Board of Directors or officers of the Lender to their respective offices or their jurisdiction or authority over the affairs of the Lender, nor in any way questioning the execution or validity of this Agreement; there are no other legal or governmental proceedings (other than ordinary routine litigation incident to the business conducted by the Lender) pending or, to the Lender's knowledge, threatened by governmental authority or others to which the Lender is (or may be) a party or by which the Lender is (or may be) bound or by which any property of the Lender is (or may be) subject, which, individually or, in the aggregate, could have a material adverse effect on the financial position or results of the operations of the Lender. (m) There are no bankruptcy, insolvency, reorganization or other similar proceedings (including proceedings whereby a regulatory body is to take managerial control of Lender) instituted by or against the Lender, and the Lender has not entering made any assignment for the benefit of its creditors or voluntarily suspended payment of its obligations. (n) All information provided by Lender to the Local HFA in connection with a particular Program will be true and correct when given and each Lender will notify the Local HFA the Program Administrator and the Servicer in writing within three Business Days of any material change in such information. (o) The Lender will comply with the non-discrimination provisions of the Civil Rights Act of 1964 and the regulations promulgated thereunder, Executive Order 11246, Equal Employment Opportunity, dated September 24, 1965 and the Fair Housing Amendments Act of 1988. (p) In connection with the transactions contemplated by the Program Documents, the Lender will not directly or indirectly contract or enter into this Agreement any agreement with any other mortgage lender or purchasing any other person or institution (except the Notes as a result of Local HFA or subsequent its agents) with respect to any advertisementaspect of its participation in the Program, articleother than any agreement expressly authorized by the Program Documents. In particular, notice the Lender warrants that, prior to the delivery of any Acknowledgment and Acceptance to the Local HFA, it will not have communicated or agreed with any other communication published mortgage lender or any other person or institution as to the amount of Mortgage Loans it has committed and agreed to originate under the Program. (q) No information, certificate of an officer or statement furnished in any newspaper, magazine or similar media or broadcast over television or radiowriting, or presented at report required hereunder, delivered to any seminar Servicer, any Program Administrator, the Local HFA or meetingany trustee for an issue of Bonds will, to the knowledge of the Lender, contain any untrue statement of a material fact or omit a material fact necessary to make the information, certificate, statement or report not misleading. (r) Lender shall promptly notify the Local HFA, any trustee for an issue of Bonds, any Program Administrator and the Servicer, in writing, of any suspension or termination of powers to do business as contemplated by this Agreement, or any solicitation by a person other than a representative substantial changes in personnel of Lender's loan originating staff or administration. (s) Lender shall use diligent, reasonable efforts to become and to remain familiar with all FHA, VA, RD, GNMA and/or Xxxxxx Xxx and/or Xxxxxxx Mac, if applicable, rules and regulations applicable to the Program. Any failure of the Company Local HFA or Servicer to inform Lender of changes in FHA, VA, RD, GNMA and/or Xxxxxx Xxx and/or Xxxxxxx Mac rules and regulations affecting the Program shall not relieve Lender of its obligations under this subsection. (t) In instances, if any, where in the reasonable judgment of the Servicer, based upon adverse information with which respect to a Mortgage Loan received by the Servicer in connection with the origination of a Mortgage Loan, inspection of a Single Family Residence is advisable, the Servicer may require the originating Lender, and Lender had hereby covenants, to (A) inspect the Single Family Residence prior to Purchase of the Mortgage Loan by Servicer to determine whether it (1) constitutes a pre-existing relationship.completed Single Family Residence,

Representations, Warranties and Covenants of Lender. Lender hereby represents and warrants to, and agrees with, the Company as follows: (a) Lender is an “Accredited Investor” as such term is defined in Rule 501(a) promulgated under the Securities Act. (b) Each of the Transaction Documents to which Lender is party has been duly executed and delivered by Lender and constitutes the legal, valid and binding obligation of Lender, enforceable against Lender in accordance with its terms except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies. (c) The execution, delivery and performance by Lender of the Transaction Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Lender’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material statute, law, rule, regulation or court decree binding upon or applicable to Lender or its assets or properties, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Lender or any of its property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or governmental approval from, any Governmental Authority (except such governmental approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default or give rise to a right to terminate under any material agreement by which Lender is bound. (d) Lender is familiar with the business, plans and financial condition of the CompanyBorrower; Lender has received all materials that have been requested by Lender; Lender has had a reasonable opportunity to ask questions of the Company Borrower and its representatives, and the Company Borrower has answered to the satisfaction of Lender all inquiries that Lender or Lender’s representatives have put to it. Lender has had access to all additional information that Lender has deemed necessary to verify the accuracy of the information set forth in this Agreement, and has taken all the steps necessary to evaluate the merits and risks of an investment as proposed under this Agreement. (e) Lender hereby acknowledges and represents that Lender is able to bear the economic risk which Lender hereby assumes. (f) Lender understands the various risks of an investment in the Company Borrower as proposed herein and can afford to bear such risks, including, without limitation, the risks of losing the entire investment. (g) Lender acknowledges that Lender has been informed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Securities Act and the rules and regulations thereunder on the transfer of the Note. In particular, Lender agrees that no sale, assignment or transfer of any of the Note acquired by Lender shall be valid or effective, and the Company shall not be required to give any effect to such a sale, assignment or transfer, unless (a) the sale, assignment or transfer of such Notes is registered under the Securities Act, it being understood that the Note are not currently registered for sale and that the Company has no obligation to so register the Note; or (b) the Note are sold, assigned or transferred in accordance with all the requirements and limitations of an exemption from registration under the Securities Act. Lender further understands that an opinion of counsel satisfactory to the Company and other documents may be required to transfer the Note. (h) Lender acknowledges that the Note to be acquired will be subject to a stop transfer order and any certificate or certificates evidencing any Note shall bear the following or a substantially similar legend and such other legends as may be required by state blue sky laws: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ANY SUCH TRANSFER MAY ALSO BE SUBJECT TO COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.” (i) Lender will acquire the Notes Note and any Shares issued hereunder for Lender’s own account (or, if such individual is married, for the joint account of Lender and Lender’s spouse either in joint tenancy, tenancy by the entirety or tenancy in common) for investment and not with a view to the sale or distribution thereof or the granting of any participation therein in violation of the securities laws, and has no present intention of distributing or selling to others any of such interest or granting any participation therein in violation of the securities laws. (hj) Lender is not entering into this Agreement or purchasing the Notes Note as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation by a person other than a representative of the Company with which Lender had a pre-existing relationship.

Representations, Warranties and Covenants of Lender. Lender hereby represents and warrants to, and agrees with, the Company as follows: (a) Lender is an “Accredited Investor” as such term is defined in Rule 501(a) promulgated under the Securities Act. (b) Each of the Transaction Documents to which Lender is party has been duly executed and delivered by Lender and constitutes the legal, valid and binding obligation of Lender, enforceable against Lender in accordance with its terms except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies. (c) The execution, delivery and performance by Lender of the Transaction Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Lender’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material statute, law, rule, regulation or court decree binding upon or applicable to Lender or its assets or properties, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Lender or any of its property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or governmental approval from, any Governmental Authority (except such governmental approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default or give rise to a right to terminate under any material agreement by which Lender is bound. (d) Lender is familiar with the business, plans and financial condition of the Company; Lender has received all materials that have been requested by Lender; Lender has had a reasonable opportunity to ask questions of the Company and its representatives, and the Company has answered to the satisfaction of Lender all inquiries that Lender or Lender’s representatives have put to it. Lender has had access to all additional information that Lender has deemed necessary to verify the accuracy of the information set forth in this Agreement, and has taken all the steps necessary to evaluate the merits and risks of an investment as proposed under this Agreement. (e) Lender hereby acknowledges and represents that Lender is able to bear the economic risk which Lender hereby assumes. (f) Lender understands the various risks of an investment in the Company as proposed herein and can afford to bear such risks, including, without limitation, the risks of losing the entire investment. (g) Lender acknowledges that Lender has been informed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Securities Act and the rules and regulations thereunder on the transfer of the Notes. In particular, Lender agrees that no sale, assignment or transfer of any of the Notes acquired by Lender shall be valid or effective, and the Company shall not be required to give any effect to such a sale, assignment or transfer, unless (a) the sale, assignment or transfer of such Notes is registered under the Securities Act, it being understood that the Notes are not currently registered for sale and that the Company has no obligation to so register the Notes; or (b) the Notes are sold, assigned or transferred in accordance with all the requirements and limitations of an exemption from registration under the Securities Act. Lender further understands that an opinion of counsel satisfactory to the Company and other documents may be required to transfer the Notes. (h) Lender acknowledges that the Notes to be acquired will be subject to a stop transfer order and any certificate or certificates evidencing any Notes shall bear the following or a substantially similar legend and such other legends as may be required by state blue sky laws: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ANY SUCH TRANSFER MAY ALSO BE SUBJECT TO COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.” (i) Lender will acquire the Notes and any Shares issued hereunder for Lender’s own account (or, if such individual is married, for the joint account of Lender and Lender’s spouse either in joint tenancy, tenancy by the entirety or tenancy in common) for investment and not with a view to the sale or distribution thereof or the granting of any participation therein in violation of the securities laws, and has no present intention of distributing or selling to others any of such interest or granting any participation therein in violation of the securities laws. (hj) Lender is not entering into this Agreement or purchasing the Notes as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation by a person other than a representative of the Company with which Lender had a pre-existing relationship.