Common use of Representations Clause in Contracts

Representations. (a) Each party hereto represents and warrants to the other that as of the date hereof: (i) it has the power to enter into this Agreement and to consummate the transactions contemplated hereby; (ii) this Agreement has been duly authorized, executed and delivered, this Agreement constitutes a legal, valid and binding obligation of each party hereto, and this Agreement is enforceable in accordance with the terms hereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; and (iii) the execution and delivery of this Agreement and the performance of obligations hereunder do not and will not constitute or result in a default, breach or violation of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its property. (b) The Trust further represents and warrants to Principal Life that: (i) it is a person other than a natural person and is purchasing this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereof.

Representations. (a) Each party hereto The Sub-Adviser agrees and represents and warrants to the other that as of the date hereofthat: (i) the information it has provided for inclusion in the power Post-Effective Amendment to enter into the Registration Statement for the Fund filed with the SEC regarding the Series, including the prospectus and statement of additional information (collectively, "Registration Materials") is true and does not omit any statement of a material fact which is required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; and (ii) the Sub-Adviser has reviewed such information, as included in the Registration Materials, and, to the Sub-Adviser's knowledge, with respect to the disclosure contained in the Registration Materials based upon information provided by the Sub-Adviser, such disclosure contains no untrue statement of a material fact and does not omit any statement of a material fact which is required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (b) The Sub-Adviser further represents and warrants that it is a duly registered investment adviser under the Advisers Act and will maintain such registration so long as this Agreement remains in effect. The Sub-Adviser will provide the Manager with a copy of the Sub-Adviser's Form ADV, Part II, and will promptly provide to consummate the transactions contemplated herebyManager any updates or revisions to the Sub-Adviser's Form ADV. (c) The Manager agrees and represents that: (i) the Manager and representatives of the Fund prepared the Registration Materials and the Registration Materials (including the prospectus for each Series) comply in all material respects with all applicable laws, rules and regulations in each relevant jurisdiction; (ii) this Agreement has been duly authorizedthe Registration Materials (including the prospectus for each Series) do not contain any untrue statement of a material fact or omit to state any material fact required by any applicable law to be stated therein or necessary to make the statements therein, executed and deliveredin light of the circumstances under which they were made, this Agreement constitutes a legal, valid and binding obligation of each party hereto, and this Agreement is enforceable in accordance with the terms hereof, subject to not misleading under applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; and (iii) the execution and delivery of this Agreement Manager and the performance Fund and all of obligations hereunder do not their respective officers, directors, partners, employees and agents will not constitute or result comply, in a defaultall material respects, breach or violation with all applicable laws and rules related to the Manager, the Fund, the offering and sale of shares of the terms or provisions Series and the business of its certificatethe Fund and the Sub-Adviser shall not be liable to the Manager, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it the Fund or any of its property. (b) The Trust further represents and warrants to Principal Life that: (i) it is a person other than a natural person and is purchasing this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting Fund's shareholders as a fiduciaryresult of any act, agent conduct or other representative for omission of the Agreement Holder Manager or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereofits officers, employees, affiliates or agents.

Representations. (a) Each party hereto The Company represents and warrants to the other that as of the date hereof: (i) it has the power to enter into this Agreement and to consummate the transactions contemplated hereby; (ii) this Agreement has been duly authorizedauthorized by all necessary corporate action and, when executed and delivered, this Agreement constitutes a shall constitute the legal, valid and binding obligation of the Company, enforceable in accordance with its terms; (ii) it has established the Separate Accounts listed in Schedule A hereto (the "Accounts"), each party heretoof which is a duly authorized and established separate account under Iowa Insurance law, and this Agreement has registered each Account as a unit investment trust under the 1940 Act to serve as an investment vehicle for the Contracts; (iii) each Contract provides for the allocation of net amounts received by the Company to an Account for investment in the shares of one or more specified investment companies available through the Account to act as underlying investment media; (iv) selection of a particular investment company is enforceable made by the Contract owner under a particular Contract, who may change such selection from time to time in accordance with the terms hereof, subject to of the applicable bankruptcy, insolvency Contract; and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; and (iiiv) the execution and delivery activities of the Company contemplated by this Agreement and the performance of obligations hereunder do not and will not constitute or result comply in a default, breach or violation of the terms or all material respects with all provisions of its certificate, articles or charter of incorporation, declaration of trust, by-federal and state securities laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its propertysuch activities. (b) The Trust further Distributor represents and warrants to Principal Life that: that (i) it is a person other than a natural person and is purchasing this Agreement has been duly authorized by all necessary corporate action and, when executed and delivered, shall constitute the legal, valid and binding obligation of Distributor, enforceable in accordance with its terms; (ii) the prospectus of each Fund complies in all material respects with federal and state securities laws; (iii) shares of the Issuer are registered and authorized for sale in accordance with all federal and state securities laws; (iv) each Fund engages in business as an open-end, diversified management investment company and was established for the purpose of providing collateral security serving as the investment vehicle for securities registered with the United States Securities separate accounts established for variable life insurance contracts and Exchange Commission; (ii) it has been informed and understands that transfer is restricted variable annuity contracts offered by the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing insurance companies which have entered into agreements substantially similar to this Agreement; (cv) has had each Fund is currently qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), they will maintain such qualification (under Subchapter M or any successor or similar provision and the Distributor will notify the Company immediately upon having a reasonable opportunity basis for believing that a Fund has ceased to make qualify or that it might not so qualify in the future); (vi) each Fund will at all times be adequately diversified within the meaning of Section 817(h) of the Code and Treasury Regulation 1.817-5 relating to the diversification requirements for variable annuity, endowment, or life insurance contracts and any amendments or other modifications to such inquiries Section or Regulations or successors thereto and Distributor will notify the Company immediately upon having a reasonable basis for believing that a Fund has ceased to qualify or that it might not so qualify in the future; (vii) the Issuer is lawfully organized and validly existing under the laws of the State of Maryland and it does and will comply with applicable provisions of the 1940 Act; (viii) the Funds and all of their directors, officers, employees and other individuals/entities having access to the funds and/or securities of the Funds are and continue to be at all times covered by a blanket fidelity bond or similar coverage issued by a reputable bonding company (including coverage for larceny and embezzlement) for the benefit of each Fund in an amount not less than the minimal coverage as it deemed necessary prior required currently by Rule 17g-1 of the 1940 Act or related provisions as may be promulgated from time to signing this Agreementtime; (ix) the Distributor is a member in good standing of the NASD and is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the "1934 Act"); and (dx) has received or had access to such additional information as it deemed necessary the Distributor will sell and distribute the Funds' shares in connection accordance with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations all applicable federal and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereofstate securities laws.

Representations. (a) The parties to this Agreement hereby make the following representations and warranties, which shall continue during the term of any Loan hereunder: 10.1 Each party hereto represents and warrants to the other that as of the date hereof: (ia) it has the power to execute and deliver this Agreement, to enter into this Agreement the Loans contemplated hereby and to consummate the transactions contemplated hereby; perform its obligations hereunder, (iib) this Agreement it has been duly authorizedtaken all necessary action to authorize such execution, executed delivery and deliveredperformance, and (c) this Agreement constitutes a legal, valid and binding obligation of each party hereto, and this Agreement is enforceable against it in accordance with its terms. 10.2 Each party hereto represents and warrants that it has not relied on the terms hereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity other for any tax or at law; and (iii) the execution and delivery of accounting advice concerning this Agreement and that it has made its own determination as to the performance tax and accounting treatment of obligations hereunder do not any Loan and any dividends, remuneration or other funds received hereunder. 10.3 Each party hereto represents and warrants that it is acting for its own account unless it expressly specifies otherwise in writing and complies with Section 11.1(b). 10.4 Borrower represents and warrants that it has, or will not constitute or result in have at the time of transfer of any Collateral, the right to grant a default, breach or violation of first priority security interest therein subject to the terms and conditions hereof. (a) Borrower represents and warrants that it (or provisions the person to whom it relends the Loaned Securities) is borrowing or will borrow Loaned Securities that are Equity Securities for the purpose of its certificatemaking delivery of such Loaned Securities in the case of short sales, articles failure to receive securities required to be delivered, or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable as otherwise permitted pursuant to it or any of its propertyRegulation T as in effect from time to time. (b) The Trust further Borrower and Lender may agree, as provided in Section 24.2, that Borrower shall not be deemed to have made the representation or warranty in subsection (a) with respect to any Loan. By entering into any such agreement, Lender shall be deemed to have represented and warranted to Borrower (which representation and warranty shall be deemed to be repeated on each day during the term of the Loan) that Lender is either (i) an "exempted borrower" within the meaning of Regulation T or (ii) a member of a national securities exchange or a broker or dealer registered with the U.S. Securities and Exchange Commission that is entering into such Loan to finance its activities as a market maker or an underwriter. 10.6 Lender represents and warrants that it has, or will have at the time of transfer of any Loaned Securities, the right to Principal Life that: (i) it is a person other than a natural person and is purchasing this Agreement for transfer the purpose of providing collateral security for securities registered with the United States Loaned Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by subject to the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution conditions hereof.

Representations. (a) Each party hereto ACIM and the Subadvisor each represents that it is registered as an investment advisor under the Investment Advisers Act, that it will use its reasonable best efforts to maintain such registration, and warrants to that it will promptly notify the other if it ceases to be so registered, if its registration is suspended for any reason, or if it is notified by any regulatory organization or court of competent jurisdiction that as of the date hereof: (i) it has the power to enter into this Agreement and to consummate the transactions contemplated hereby; (ii) this Agreement has been duly authorized, executed and delivered, this Agreement constitutes a legal, valid and binding obligation of each party hereto, and this Agreement is enforceable in accordance with the terms hereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity should show cause why its registration should not be suspended or at law; and (iii) the execution and delivery of this Agreement terminated. ACIM and the performance Subadvisor each further represents that it is registered under the laws of obligations hereunder do not and will not constitute or result all jurisdictions in a default, breach or violation of which the terms or provisions conduct of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its propertybusiness hereunder requires such registration. (b) The Trust further ACIM represents and warrants to Principal Life that: that (i) it is a person other than a natural person and is purchasing this Agreement for the purpose appointment of providing collateral security for securities registered with the United States Securities and Exchange Commission; Subadvisor has been duly authorized; (ii) it has been informed full power and understands that transfer is restricted by authority to execute and deliver this Agreement and to perform the terms services contemplated hereunder, and such execution, delivery and performance will not cause it to be in violation of this Agreementits Articles of Incorporation, Bylaws, or any material laws; and and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for has received a copy of Part II of the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing Subadvisor's Form ADV no less than 48 hours prior to entering into this Agreement; . (c) The Subadvisor represents and warrants that (i) its service as subadvisor hereunder has had a reasonable opportunity been duly authorized; (ii) it has full power and authority to make execute and deliver this Agreement and to perform the services contemplated hereunder, and such inquiries execution, delivery and performance will not cause it to be in violation of its organizational documents, its Bylaws or material laws; (iii) it will at all times in the performance of its duties hereunder comply in all material respects with the provisions of the Investment Company Act, the Investment Advisers Act, the Code and all other applicable federal and state laws and regulations, as it deemed necessary prior the same may be amended from time to signing this Agreementtime; and (div) it has received or had access all controls necessary to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing perform its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for under and comply with the Agreement Holder or anyone else. All representations and warranties it made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereofAgreement.

Representations. (a) Each party hereto Initial Note A Holder and each Initial Note B Holder hereby represents and warrants to the other that as of the date hereofhereof that: (ia) Such Holder is duly organized, validly existing and in good standing as a legal entity under the laws of its jurisdiction of organization; (b) The execution and delivery of this Agreement by such Holder, and the performance of, and compliance with, the terms of this Agreement by such Holder, will not violate its organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or that is applicable to it or any of its assets, in each case which materially and adversely affects its ability to carry out the transactions contemplated by this Agreement; (c) Such Holder has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement and to consummate the transactions contemplated herebyhas duly executed and delivered this Agreement; (iid) this This Agreement has been duly authorized, executed and delivered, this Agreement constitutes a is its legal, valid and binding obligation of each party heretoobligation, and this Agreement is enforceable against such Holder in accordance with its terms, except as the terms hereof, subject to applicable enforcement thereof may be limited by bankruptcy, insolvency and similar insolvency, reorganization, liquidation, receivership, moratorium or other laws relating to or affecting the enforcement of creditors’ rights, and subject as to enforceability to rights or by general principles of equity, equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law; and); (iiie) Such Holder has the right to enter into this Agreement without the consent of any third party; (f) Such Holder is holding its Note for its own account in the ordinary course of its business; (g) Such Holder has not dealt with any broker, investment banker, agent or other person that is entitled to any commission or compensation in connection with the execution and delivery of this Agreement and the performance of obligations hereunder do not and will not constitute or result in a default, breach or violation of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its property. (b) The Trust further represents and warrants to Principal Life that: (i) it is a person other than a natural person and is purchasing this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by the terms of this Agreement; and (iiih) it (a) Such Holder is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereofQualified Institutional Lender.

Representations. (a) Each party hereto Borrower hereby represents and warrants to the other that Agent and Lenders as of the date hereof: follows: (i) it has is duly incorporated or organized, validly existing and in good standing under the power to enter into this Agreement and to consummate the transactions contemplated hereby; laws of its jurisdiction of organization; (ii) the execution, delivery and performance by it of this Agreement has Amendment and all other Loan Documents executed and/or delivered in connection herewith are within its powers, have been duly authorized, and do not contravene (A) its articles of organization, operating agreement, or other organizational documents, or (B) any applicable law; (iii) no consent, license, permit, approval or authorization of, or registration, filing or declaration with any Governmental Authority or other Person, is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment or any other Loan Documents executed and/or delivered in connection herewith by or against it; (iv) this Amendment and all other Loan Documents executed and/or delivered in connection herewith has been duly executed and delivered, delivered by it; (v) this Agreement constitutes a Amendment and all other Loan Documents executed and/or delivered in connection herewith constitute its legal, valid and binding obligation of each party hereto, and this Agreement is enforceable against it in accordance with the terms hereofits terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency and insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights, and subject as to enforceability to rights generally or by general principles of equity; (vi) after giving effect to this Amendment, regardless it is not in default under the Loan Documents and no Default or Event of whether enforcement Default exists, has occurred and is sought in a proceeding in equity continuing or at law; and (iii) would result by the execution and execution, delivery or performance of this Agreement and the performance of obligations hereunder do not and will not constitute or result in a default, breach or violation of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its property. (b) The Trust further represents and warrants to Principal Life that: (i) it is a person other than a natural person and is purchasing this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this AgreementAmendment; and (dvii) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties contained in the Loan Documents are true and correct in all material respects as of the date hereof as if made on the date hereof, except for such representations and warranties limited by the Agreement Holder and Principal Life in this Agreement shall be considered their terms to have been relied upon by the other in connection with the execution hereofa specific date.

Representations. (a) Each party hereto represents and warrants to the other that as of the date hereof:- (ia) it is duly authorised to execute and deliver this Agreement, to enter into the Transactions contemplated hereunder and to perform its obligations hereunder and thereunder and has taken all necessary action to authorise such execution, delivery and performance; (b) it will engage in this Agreement and the Transactions contemplated hereunder (other than Agency Transactions) as principal; (c) the person signing this Agreement on its behalf is, and any person representing it in entering into a Transaction will be, duly authorised to do so on its behalf; (d) it has the power to enter into obtained all authorisations of any governmental or regulatory body required in connection with this Agreement and to consummate the transactions Transactions contemplated herebyhereunder and such authorisations are in full force and effect; (ii) this Agreement has been duly authorized, executed and delivered, this Agreement constitutes a legal, valid and binding obligation of each party hereto, and this Agreement is enforceable in accordance with the terms hereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; and (iiie) the execution execution, delivery and delivery performance of this Agreement and the performance of obligations Transactions contemplated hereunder do not and will not constitute or result in a defaultviolate any law, breach or violation of the terms or provisions of its certificateordinance, articles or charter of incorporation, declaration of trustcharter, by-laws law or any agreement, instrument, mortgage, judgment, injunction or order rule applicable to it or any agreement by which it is bound or by which any of its property.assets are affected; (bf) The Trust further represents it has satisfied itself and warrants will continue to Principal Life that:satisfy itself as to the tax implications of the Transactions contemplated hereunder; (g) in connection with this Agreement and each Transaction - (i) unless there is a written agreement with the other party to the contrary, it is a person not relying on any advice (whether written or oral) of the other party, other than a natural person and is purchasing the representations expressly set out in this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange CommissionAgreement; (ii) it has been informed made and understands that transfer is restricted by will make its own decisions regarding the terms entering into of this Agreement; andany Transaction based upon its own judgment and upon advice from such professional advisers as it has deemed it necessary to consult; (iii) it understands the terms, conditions and risks of each Transaction and is willing to assume (afinancially and otherwise) is solely responsible for determining whether this Agreement is suitable for those risks; and (h) at the purpose intended; (b) has carefully read this Agreement (including time of transfer to the Annex) before signing this Agreement; (c) has had a reasonable opportunity other party of any Securities it will have the full and unqualified right to make such inquiries transfer and that upon such transfer of Securities the other party will receive all right, title and interest in and to those Securities free of any lien, claim, charge or encumbrance. On the date on which any Transaction is entered into pursuant hereto, and on each day on which Securities, Equivalent Securities, Margin Securities or Equivalent Margin Securities are to be transferred under any Transaction, Buyer and Seller shall each be deemed to repeat all the foregoing representations. For the avoidance of doubt and notwithstanding any arrangements which Seller or Buyer may have with any third party, each party will be liable as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing a principal for its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in under this Agreement shall be considered to have been relied upon by the other in connection with the execution hereofand each Transaction.

Representations. (a) Each party hereto of the Initial Note A Holder and each Initial Note B Holder hereby represents and warrants to the other that as of the date hereofhereof that: (ia) Such Holder is duly organized, validly existing and in good standing as a legal entity under the laws of its jurisdiction of organization; (b) The execution and delivery of this Agreement by such Holder, and the performance of, and compliance with, the terms of this Agreement by such Holder, will not violate its organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or that is applicable to it or any of its assets, in each case which materially and adversely affects its ability to carry out the transactions contemplated by this Agreement; (c) Such Holder has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement and to consummate the transactions contemplated herebyhas duly executed and delivered this Agreement; (iid) this This Agreement has been duly authorized, executed and delivered, this Agreement constitutes a is its legal, valid and binding obligation of each party heretoobligation, and this Agreement is enforceable against such Holder in accordance with its terms, except as the terms hereof, subject to applicable enforcement thereof may be limited by bankruptcy, insolvency and similar insolvency, reorganization, liquidation, receivership, moratorium or other laws relating to or affecting the enforcement of creditors’ rights, and subject as to enforceability to rights or by general principles of equity, equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law; and); (iiie) Such Holder has the right to enter into this Agreement without the consent of any third party; (f) Such Holder is holding its Note for its own account in the ordinary course of its business; (g) Such Holder has not dealt with any broker, investment banker, agent or other person that is entitled to any commission or compensation in connection with the execution and delivery of this Agreement and the performance of obligations hereunder do not and will not constitute or result in a default, breach or violation of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its property. (b) The Trust further represents and warrants to Principal Life that: (i) it is a person other than a natural person and is purchasing this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by the terms of this Agreement; and (iiih) it (a) Such Holder is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereofQualified Institutional Lender.

Representations. (a) Each party to this Agreement hereby makes the following representations and warranties, which shall continue during the term of any Loan hereunder: 9.1 Each party hereto represents and warrants to the other that as of the date hereof: (ia) it has the power to execute and deliver this Agreement, to enter into this Agreement the Loans contemplated hereby and to consummate the transactions contemplated hereby; perform its obligations hereunder; (iib) this Agreement it has been duly authorizedtaken all necessary action to authorize such execution, executed delivery and delivered, performance; and (c) this Agreement constitutes a legal, valid and binding obligation of each party hereto, and this Agreement is enforceable against it in accordance with its terms. 9.2 Each party hereto represents and warrants that the terms hereofexecution, subject to applicable bankruptcy, insolvency delivery and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; and (iii) the execution and delivery performance by it of this Agreement and each Loan hereunder will at all times comply with all applicable laws and regulations including those of applicable regulatory and self-regulatory organizations. 9.3 Each party hereto represents and warrants that it has not relied on the performance other for any tax or accounting advice concerning this Agreement and that it has made its own determination as to the tax and accounting treatment of obligations hereunder do not any Loan and any dividends, remuneration or other funds received hereunder. 9.4 Borrower represents and warrants that it is acting for its own account. Lender represents and warrants that it is acting for its own account unless it expressly specifies otherwise in writing and complies with Section 10.3(b). 9.5 Borrower represents and warrants that (a) it has, or will not constitute or result in have at the time of transfer of any Collateral, the right to grant a default, breach or violation of first security interest therein subject to the terms or provisions of its certificateand conditions hereof, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its property. and (b) The Trust further represents and warrants it (or the person to Principal Life that: whom it relends the Loaned Securities) is borrowing or will borrow the Loaned Securities (iexcept for Loaned Securities that qualify as "exempted securities" under Regulation T of the Board of Governors of the Federal Reserve System) it is a person other than a natural person and is purchasing this Agreement for the purpose of providing collateral security for making delivery of such securities registered with in the United States case of short sales, failure to receive securities required to be delivered, or as otherwise permitted pursuant to Regulation T as in effect from time to time. 9.6 Lender represents and warrants that it has, or will have at the time of transfer of any Loaned Securities, the right to transfer the Loaned Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by subject to the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution conditions hereof.

Representations. (a) Each party hereto represents and warrants to the other that as of the date hereof:- (ia) it is duly authorised to execute and deliver this Agreement, to enter into the Transactions contemplated hereunder and to perform its obligations hereunder and thereunder and has taken all necessary action to authorise such execution, delivery and performance; (b) it will engage in this Agreement and the Transactions contemplated hereunder (other than Agency Transactions) as principal; (c) the person signing this Agreement on its behalf is, and any person representing it in entering into a Transaction will be, duly authorised to do so on its behalf; (d) it has the power to enter into obtained all authorisations of any governmental or regulatory body required in connection with this Agreement and to consummate the transactions Transactions contemplated herebyhereunder and such authorisations are in full force and effect; (ii) this Agreement has been duly authorized, executed and delivered, this Agreement constitutes a legal, valid and binding obligation of each party hereto, and this Agreement is enforceable in accordance with the terms hereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; and (iiie) the execution execution, delivery and delivery performance of this Agreement and the performance of obligations Transactions contemplated hereunder do not and will not constitute violate any law, ordinance, charter, by law or result in a default, breach or violation of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order rule applicable to it or any agreement by which it is bound or by which any of its property.assets are affected; (bf) The Trust further represents it has satisfied itself and warrants will continue to Principal Life that:satisfy itself as to the tax implications of the Transactions contemplated hereunder; (g) in connection with this Agreement and each Transaction - (i) unless there is a written agreement with the other party to the contrary, it is a person not relying on any advice (whether written or oral) of the other party, other than a natural person and is purchasing the representations expressly set out in this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange CommissionAgreement; (ii) it has been informed made and understands that transfer is restricted by will make its own decisions regarding the terms entering into of this Agreement; andany Transaction based upon its own judgment and upon advice from such professional advisers as it has deemed it necessary to consult; (iii) it understands the terms, conditions and risks of each Transaction and is willing to assume (afinancially and otherwise) is solely responsible for determining whether this Agreement is suitable for those risks; and (h) at the purpose intended; (b) has carefully read this Agreement (including time of transfer to the Annex) before signing this Agreement; (c) has had a reasonable opportunity other party of any Securities it will have the full and unqualified right to make such inquiries transfer and that upon such transfer of Securities the other party will receive all right, title and interest in and to those Securities free of any lien, claim, charge or encumbrance. On the date on which any Transaction is entered into pursuant hereto, and on each day on which Securities, Equivalent Securities, Margin Securities or Equivalent Margin Securities are to be transferred under any Transaction, Buyer and Seller shall each be deemed to repeat all the foregoing representations. For the avoidance of doubt and notwithstanding any arrangements which Seller or Buyer may have with any third party, each party will be liable as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing a principal for its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in under this Agreement shall be considered to have been relied upon by the other in connection with the execution hereofand each Transaction.

Representations. (a) Each party hereto Party represents and warrants to the other that as of the date hereof:- (ia) it is duly authorised to execute and deliver this Agreement, to enter into the Transactions contemplated hereunder and to perform its obligations hereunder and thereunder and has taken all necessary action to authorise such execution, delivery and performance; (b) it will engage in this Agreement and the Transactions contemplated hereunder as principal; (c) the person signing this Agreement on its behalf is, and any person representing it in entering into a Transaction will be, duly authorised to do so on its behalf; (d) it has the power to enter into obtained all authorisations of any governmental or regulatory body required in connection with this Agreement and to consummate the transactions Transactions contemplated herebyhereunder and such authorisations are in full force and effect; (ii) this Agreement has been duly authorized, executed and delivered, this Agreement constitutes a legal, valid and binding obligation of each party hereto, and this Agreement is enforceable in accordance with the terms hereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; and (iiie) the execution execution, delivery and delivery performance of this Agreement and the performance of obligations Transactions contemplated hereunder do not and will not constitute or result in a defaultviolate any law, breach or violation of the terms or provisions of its certificateordinance, articles or charter of incorporation, declaration of trustcharter, by-laws law or any agreement, instrument, mortgage, judgment, injunction or order rule applicable to it or any agreement by which it is bound or by which any of its property.assets are affected; (bf) The Trust further represents its obligations under this Agreement are, and warrants its obligations under any Transaction will be, legal, valid and binding; (g) it has satisfied itself and will continue to Principal Life that:satisfy itself as to the tax implications of the Transactions contemplated hereunder; (h) in connection with this Agreement and each Transaction - (i) unless there is a written agreement with the other Party to the contrary, it is a person not relying on any advice (whether written or oral) of the other Party, other than a natural person and is purchasing the representations expressly set out in this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange CommissionAgreement; (ii) it has been informed made and understands that transfer is restricted by will make its own decisions regarding the terms entering into of this Agreement; andany Transaction based upon its own judgment and upon advice from such professional advisers as it has deemed it necessary to consult; (iii) it understands the terms, conditions and risks of each Transaction and is willing to assume (afinancially and otherwise) is solely responsible for determining whether this Agreement is suitable for those risks; and (i) at the purpose intended; (b) has carefully read this Agreement (including time of transfer to the Annex) before signing this Agreement; (c) has had a reasonable opportunity other Party of any Securities it will have the full and unqualified right to make such inquiries transfer and that upon such transfer of Securities the other Party will receive all right, title and interest in and to those Securities free of any lien, claim, charge or encumbrance. On the date on which any Transaction is entered into pursuant hereto, and on each day on which Securities, Equivalent Securities, Margin Securities or Equivalent Margin Securities are to be transferred under any Transaction, the Buyer and the Seller shall each be deemed to repeat all the foregoing representations. For the avoidance of doubt and notwithstanding any arrangements which the Seller or the Buyer may have with any third Party, each Party will be liable as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing a principal for its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in under this Agreement shall be considered to have been relied upon by the other in connection with the execution hereofand each Transaction.

Representations. (a) Each party hereto The Company hereby represents and warrants to the other that Agent and Purchasers as of the date hereof: of this Amendment and as of the date hereof as follows: (iA) it has is duly incorporated or organized, validly existing and in good standing under the power to enter into laws of its jurisdiction of organization; (B) the execution, delivery and performance by it of this Agreement Amendment and to consummate the transactions contemplated hereby; (ii) this Agreement has all other Transaction Documents executed and/or delivered in connection herewith are within its powers, have been duly authorized, and do not contravene (i) its articles of organization, operating agreement, or other organizational documents, or (ii) any applicable law; (C) no consent, license, permit, approval or authorization of, or registration, filing or declaration with any Governmental Authority or other Person, is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment or any other Transaction Documents executed and/or delivered in connection herewith by or against it; (D) this Amendment and all other Transaction Documents executed and/or delivered in connection herewith have been duly executed and delivered, delivered by it; (E) this Agreement constitutes a Amendment and all other Transaction Documents executed and/or delivered in connection herewith constitute its legal, valid and binding obligation of each party hereto, and this Agreement is enforceable against it in accordance with the terms hereoftheir terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency and insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights, and subject as to enforceability to rights generally or by general principles of equity; (F) after giving effect to this Amendment, regardless it is not in default under the Transaction Documents and no Event of whether enforcement Default exists, has occurred and is sought in a proceeding in equity continuing or at law; and (iii) would result by the execution and execution, delivery or performance of this Agreement and the performance of obligations hereunder do not and will not constitute or result in a default, breach or violation of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its property. (b) The Trust further represents and warrants to Principal Life that: (i) it is a person other than a natural person and is purchasing this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this AgreementAmendment; and (dG) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made contained in the Transaction Documents are true and correct in all material respects as of the date hereof as if then made, except for such representations and warranties limited by the Agreement Holder and Principal Life in this Agreement shall be considered their terms to have been relied upon by the other in connection with the execution hereofa specific date.

Representations. Borrower represents and warrants that: (a) Each party hereto represents Borrower is organized, validly existing, and warrants in good standing under the laws of one of the states of the United States; (b) Borrower is qualified to do business in, and is in good standing under the laws of, each other state in which it conducts its business and in which the Equipment is located, except to the other that as of extent such failure would not have a material adverse effect on the date hereof: Borrower’s business or the Collateral; (ic) it Borrower has the power power, and is duly authorized to enter into into, this Agreement and the Note and to consummate execute and deliver to Lender, now and from time to time hereafter, additional instruments, resolutions, agreements and other instruments or documents relating to the transactions contemplated hereby; Obligation owed to Lender; (iid) Borrower has, by proper action, authorized and empowered those persons whose signatures appear in this Agreement, the Note, and any instruments, documents and exhibits that have been delivered in connection herewith, to execute the same for and on its behalf; (e) this Agreement has been duly authorizedAgreement, executed the Note, and delivered, this Agreement constitutes each related document constitute a legal, valid valid, and binding obligation of each party hereto, and this Agreement is Borrower enforceable in accordance with the terms hereofits terms, subject to applicable except as enforceability may be limited by bankruptcy, insolvency and or similar laws affecting the enforcement of creditors’ rights, rights generally and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; and (iiif) the execution and delivery of this Agreement and the performance of obligations hereunder do Note evidence a loan made primarily for business, commercial or agricultural purposes and not primarily for personal, family, or household purposes; (g) the Equipment is not, and will not constitute or result not, be registered under the laws of any foreign country; (h) the Equipment is, and shall remain at all times, eligible for registration under the Act (as defined in a default, breach or violation of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its property. (b) The Trust further represents and warrants to Principal Life that: Section 20 hereof); (i) it is a person other than a natural person the Equipment shall be based in, and is purchasing this Agreement for the purpose of providing collateral security for securities registered with primarily used in, the United States Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted all as required by the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this AgreementAct; and (dj) has received the Equipment will not be used in violation of any law, regulation, ordinance or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting policy of insurance affecting the maintenance, use or flight of the Equipment; and (k) Borrower qualifies as a fiduciary, agent or other representative for citizen of the Agreement Holder or anyone else. All representations United States as defined in the Act and warranties made by the Agreement Holder and Principal Life will continue to qualify as a United States citizen in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereofall respects.

Representations. (a) Each party hereto Seller represents and warrants to the other that Purchaser, as of the date hereofof this Amendment, as follows: (ia) all representations and warranties made by any Seller Party in the Transaction Documents to which it has is a party (other than representations and warranties made pursuant to Article 10(w) and Exhibit V of the power Repurchase Agreement unless Seller shall have made any such representation or warranty with actual knowledge that it was materially false or misleading at the time made) are true and correct, as of the date hereof with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to enter into this Agreement and to consummate the transactions contemplated herebyhave been made as of a specific date, as of such specific date); (iib) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified in each jurisdiction necessary to conduct business as presently conducted; (c) it is duly authorized to execute and deliver this Amendment and to perform its obligations under the Existing Repurchase Agreement, as amended and modified hereby, and has taken all necessary action to authorize such execution, delivery and performance; (d) the person signing this Amendment on its behalf is duly authorized to do so on its behalf; (e) the execution, delivery and performance of this Amendment will not violate any Requirement of Law applicable to it or its organizational documents or any agreement by which it is bound or by which any of its assets are affected; (f) this Agreement Amendment has been duly authorized, executed and delivereddelivered by it; and (g) the Existing Repurchase Agreement, this Agreement as amended and modified hereby, constitutes a its legal, valid and binding obligation of each party heretoobligation, and this Agreement is enforceable against it in accordance with the terms hereofits terms, subject to applicable except as enforceability may be limited by bankruptcy, insolvency and similar laws affecting insolvency, other limitations on creditors’ rights, rights generally and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; and (iii) the execution and delivery of this Agreement and the performance of obligations hereunder do not and will not constitute or result in a default, breach or violation of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its property. (b) The Trust further represents and warrants to Principal Life that: (i) it is a person other than a natural person and is purchasing this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereof.

Representations. (a) Each party hereto The Borrower, the Originator and the Servicer each hereby represents and warrants with respect to the other that itself as of the date hereofof this Amendment as follows: (ia) it has is duly organized, validly existing and in good standing under the power to enter into this Agreement and to consummate the transactions contemplated herebylaws of its jurisdiction of organization; (b) the execution, delivery and performance by it of this Amendment are within its powers, have been duly authorized, and do not contravene (i) its articles of organization, operating agreement or other organizational documents or (ii) any Applicable Law; (c) no consent, license, permit, approval or authorization of, or registration, filing or declaration with, any governmental authority is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement Amendment by or against it; (d) this Amendment has been duly authorized, executed and delivered, delivered by it; (e) this Agreement Amendment constitutes a its legal, valid and binding obligation of each party hereto, and this Agreement is enforceable against it in accordance with the terms hereofits terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject except as to enforceability to may be limited by Insolvency Laws generally or by general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; and; (iiif) all representations and warranties set forth in the Agreement are true and correct as of the date hereof (except those that expressly relate to an earlier date) and all of the provisions of the Agreement and the other Transaction Documents, except as amended or waived hereby, are in full force and effect; (g) subsequent to the execution and delivery of this Amendment and after giving effect hereto, no unwaived event has occurred and is continuing which constitutes a Turbo Event, an Event of Default, an Unmatured Event of Default, a Servicer Default or an Unmatured Servicer Default; (h) the Agreement continues to create a valid security interest in, and Lien upon, the performance of obligations hereunder do not and will not constitute or result Assets in a defaultthe Asset Pool, breach or violation in favor of the Trustee, which security interest and Lien is perfected in accordance with the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable the Transaction Documents and is prior to it or any of its property. (b) The Trust further represents and warrants all Liens subject to Principal Life that:Permitted Liens; and (i) it is a person other than a natural person in consideration of the Deal Agent, the Backup Servicer, the Trustee and is purchasing the Lender entering into this Agreement for Amendment, the purpose Borrower, the Originator and the Servicer hereby waive, release and discharge the Deal Agent, the Backup Servicer, the Trustee, the Lenders or any of providing collateral security for securities registered with their respective officers, employees, representatives, agents, counsel or directors from any and all actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, now known to the United States Securities and Exchange Commission; (ii) it has been informed and understands extent that transfer is restricted by any of the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary forgoing arose, on or prior to signing this Agreement; and (d) has received the date hereof, out of or had access from or in any way related to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other were in connection with the execution Agreement or the Transaction Documents, including, without limitation, any action by such Persons, or failure of such Persons to act, under the Agreement or the other Transaction Documents on or prior to the date hereof, except, with respect to any such Person being released hereby, any actions, causes of action, claims, demands, damages and liabilities arising out of such Person’s gross negligence or willful misconduct in connection with the Agreement or the other Transaction Documents.

Representations. (a) The parties to this Agreement hereby make the following representations and warranties, which shall continue during the term of any Loan hereunder: 10.1 Each party hereto represents and warrants to the other that as of the date hereof: (ia) it has the power to execute and deliver this Agreement, to enter into this Agreement the Loans contemplated hereby and to consummate the transactions contemplated hereby; perform its obligations hereunder, (iib) this Agreement it has been duly authorizedtaken all necessary action to authorize such execution, executed delivery and deliveredperformance, and (c) this Agreement constitutes a legal, valid and binding obligation of each party hereto, and this Agreement is enforceable against it in accordance with its terms. 10.2 Each party hereto represents and warrants that it has not relied on the terms hereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity other for any tax or at law; and (iii) the execution and delivery of accounting advice concerning this Agreement and that it has made its own determination as to the performance tax and accounting treatment of obligations hereunder do not any Loan and any dividends, remuneration or other funds received hereunder. 10.3 Each party hereto represents and warrants that it is acting for its own account unless it expressly specifies otherwise in writing and complies with Section 11.1 (b). 10.4 Borrower represents and warrants that it has, or will not constitute or result in have at the time of transfer of any Collateral, the right to grant a default, breach or violation of first priority security interest therein subject to the terms and conditions hereof. (a) Borrower represents and warrants that it (or provisions the person to whom it relends the Loaned Securities) is borrowing or will borrow Loaned Securities that are Equity Securities for the purpose of its certificatemaking delivery of such Loaned Securities in the case of short sales, articles failure to receive securities required to be delivered, or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable as otherwise permitted pursuant to it or any of its propertyRegulation T as in effect from time to time. (b) The Trust further Borrower and Lender may agree, as provided in Section 24.2, that Borrower shall not be deemed to have made the representation or warranty in subsection (a) with respect to any Loan. By entering into any such agreement, Lender shall be deemed to have represented and warranted to Borrower (which representation and warranty shall be deemed to be repeated on each day during the term of the Loan) that Lender is either (i) an “exempted borrower” within the meaning of Regulation T or (ii) a member of a national securities exchange or a broker or dealer registered with the U.S. Securities and Exchange Commission that is entering into such Loan to finance its activities as a market maker or an underwriter. 10.6 Lender represents and warrants that it has, or will have at the time of transfer of any Loaned Securities, the right to Principal Life that: (i) it is a person other than a natural person and is purchasing this Agreement for transfer the purpose of providing collateral security for securities registered with the United States Loaned Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by subject to the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreementconditions hereof. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereof.2000 Master Securities Loan Agreement• 7

Representations. (a) Each party hereto represents and warrants to the other that The Guarantor represents, as of the date hereof, as follows: (ia) it the Guarantor has received, or will receive, direct or indirect benefit from the power making of this Agreement and the Guaranteed Obligations; (b) the Guarantor is familiar with, and has independently reviewed, the books and records regarding the financial condition of both Drilling B and Drilling D and is familiar with the value of any and all collateral intended to be created as security for the payment of the Guaranteed Obligations, but the Guarantor is not relying on such financial condition, the collateral or the agreement of any other party to become a surety as an inducement to enter into this Agreement and to consummate the transactions contemplated herebyAgreement; (iic) except to the extent contained in the Water Services Agreements, neither Beneficiary nor any other party has made any representation, warranty or statement to the Guarantor in order to induce the Guarantor to execute this Agreement; (d) as of the date hereof, and after giving effect to this Agreement has been duly authorizedand the contingent obligation evidenced hereby, executed and delivered, this Agreement constitutes a legal, valid and binding obligation of each party heretothe Guarantor is, and this Agreement is enforceable in accordance with the terms hereofwill be, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rightssolvent, and subject as has and will have assets which, fairly valued, exceed its obligations, liabilities and debts, and has and will have property and assets sufficient to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; andsatisfy and repay its obligations and liabilities; (iiie) the neither execution and delivery of this Agreement nor the consummation of the transactions herein contemplated, nor compliance with the terms and provisions hereof, will contravene any provision of applicable law, statute, rule or regulation or any judgment, decree, franchise, order or permit applicable to the performance Guarantor or will conflict or be inconsistent with, or will result in any breach of, any of obligations hereunder do not and will not the terms, covenants, conditions or provisions of, or constitute a default under, or result in a defaultthe creation or imposition of any lien, breach security interest, charge or violation encumbrance upon any of the property or assets of the Guarantor pursuant to the terms or provisions of its certificateany indenture, articles or charter of incorporationmortgage, declaration deed of trust, by-laws agreement or any agreement, instrument, mortgage, judgment, injunction or order applicable other instrument to it or any of its property. (b) The Trust further represents and warrants to Principal Life that: (i) it which the Guarantor is a person other than a natural person and is purchasing this Agreement for party or by which the purpose of providing collateral security for securities registered with the United States Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by the terms of this AgreementGuarantor may be bound; and (iiif) it there are no unsatisfied judgments against the Guarantor and no actions, suits or proceedings pending or threatened against or affecting the Guarantor before any court or before any governmental or administrative body or agency that might result in any materially adverse change in the operations, business, property or assets or in the condition (afinancial or otherwise) is solely responsible for determining whether this Agreement is suitable for of the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereofGuarantor.

Representations. (a) Each party hereto represents To induce Agent and warrants to the other that as of the date hereof: (i) it has the power Lenders to enter into this Agreement, each Borrower hereby represents to Agent and the Lenders as follows: (1) that that Borrower is duly authorized to execute and deliver this Agreement and is and will continue to consummate be duly authorized to borrow monies under the transactions contemplated herebyCredit Agreement, as amended by this Agreement, and to perform its obligations under the Credit Agreement, as amended by this Agreement; (ii2) this Agreement has been duly authorized, executed and delivered, this Agreement constitutes a legal, valid and binding obligation of each party hereto, and this Agreement is enforceable in accordance with the terms hereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; and (iii) that the execution and delivery of this Agreement and the performance by that Borrower of its obligations hereunder under the Credit Agreement, as amended by this Agreement, do not and will not constitute conflict with any provision of law or result in a default, breach or violation of the terms Governing Documents of that Borrower or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its property. (b) The Trust further represents and warrants to Principal Life that: (i) it is a person other than a natural person and is purchasing this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange Commissionagreement binding upon that Borrower; (ii3) it has that the Credit Agreement, as amended by this Agreement, is a legal, valid, and binding obligation of that Borrower, enforceable against that Borrower in accordance with its terms, except as enforceability is limited by bankruptcy, insolvency, or other similar laws of general application affecting the enforcement of creditors’ rights or by general principles of equity limiting the availability of equitable remedies; (4) that the representations and warranties set forth in Section 4 of the Credit Agreement, as amended by this Agreement, are true and correct in all material respects (but if any representation or warranty is by its terms qualified by concepts of materiality, that representation or warranty is true and correct in all respects), in each case with the same effect as if such representations and warranties had been informed and understands that transfer is restricted by made on the terms date of this Agreement, with the exception that all references to the financial statements mean the financial statements most recently delivered to Agent except for such changes as are specifically permitted under the Credit Agreement and except to the extent that any such representation or warranty expressly relates to an earlier date; (5) that that Borrower has complied with and is in compliance with all of the covenants set forth in the Credit Agreement, as amended by this Agreement, including those set forth in Section 5, Section 6, and Section 7 of the Credit Agreement; and (iii6) it (a) is solely responsible for determining whether this Agreement is suitable for that as of the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing date of this Agreement; (c) , no Default or Event of Default has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; occurred and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereofcontinuing.

Representations. (a) The parties to this Agreement hereby make the following representations and warranties, which shall continue during the term of any Loan hereunder: 10.1 Each party hereto represents and warrants to the other that as of the date hereof: (ia) it has the power to execute and deliver this Agreement, to enter into this Agreement the Loans contemplated hereby and to consummate the transactions contemplated hereby; perform its obligations hereunder, (iib) this Agreement it has been duly authorizedtaken all necessary action to authorize such execution, executed delivery and deliveredperformance, and (c) this Agreement constitutes a legal, valid and binding obligation of each party hereto, and this Agreement is enforceable against it in accordance with its terms. 10.2 Each party hereto represents and warrants that it has not relied on the terms hereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity other for any tax or at law; and (iii) the execution and delivery of accounting advice concerning this Agreement and that it has made its own determination as to the performance tax and accounting treatment of obligations hereunder do not any Loan and any dividends, remuneration or other funds received hereunder. 10.3 Each party hereto represents and warrants that it is acting for its own account unless it expressly specifies otherwise in writing and complies with Section 11.1(b). 10.4 Borrower represents and warrants that it has, or will not constitute or result in have at the time of transfer of any Collateral, the right to grant a default, breach or violation of first priority security interest therein subject to the terms and conditions hereof. (a) Borrower represents and warrants that it (or provisions the person to whom it relends the Loaned Securities) is borrowing or will borrow Loaned Securities that are Equity Securities for the purpose of its certificatemaking delivery of such Loaned Securities in the case of short sales, articles failure to receive securities required to be delivered, or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable as otherwise permitted pursuant to it or any of its propertyRegulation T as in effect from time to time. (b) The Trust further Borrower and Lender may agree, as provided in Section 23.2, that Borrower shall not be deemed to have made the representation or warranty in subsection (a) with respect to any Loan. 10.6 Lender represents and warrants that it has, or will have at the time of transfer of any Loaned Securities, the right to Principal Life that: (i) it is a person other than a natural person and is purchasing this Agreement for transfer the purpose of providing collateral security for securities registered with the United States Loaned Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by subject to the terms and conditions hereof, and that it owns the Loaned Securities, free and clear of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereofall liens.

Representations. (i) The Optionholder represents and warrants to, and agrees with, the Grantor that: (a) Each party hereto represents It is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act and warrants to the other that a “qualified purchaser” as defined in Section 2(a)(51) of the date hereof:Investment Company Act. (i1) It is acting for its own account, and it has the power made its own independent decisions to enter into this Agreement Option and as to consummate whether this Option is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary, (2) it is not relying on any communication (written or oral) of the other party or any of the other party’s affiliates as investment advice or as a recommendation to enter into this Option (it being understood that information and explanations related to the terms and conditions of this Option shall not be considered investment advice or a recommendation to enter into this Option) and (3) no communication (written or oral) received from the other party or any of the other party’s affiliates shall be deemed to be an assurance or guarantee as to the expected results of transactions contemplated hereby;by this Option. (ii) The Grantor represents and warrants to, and agrees with, the Optionholder that: (a) It is duly organized and validly existing under the laws of its jurisdiction of incorporation and, if relevant under such laws, is in good standing; it has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of this Agreement Option; such execution, delivery and performance have been duly authorized by all necessary corporate action on its part; and this Option has been duly authorized, and validly executed and delivered, this Agreement delivered by the Grantor and constitutes a legal, its valid and binding obligation of each obligation, enforceable against such party hereto, and this Agreement is enforceable in accordance with the terms hereofits terms, subject to applicable bankruptcy, insolvency insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rightsrights and remedies generally, and subject subject, as to enforceability enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity or at law; andequity). (iiib) Neither the execution and delivery of this Agreement and Option nor the incurrence or performance of the obligations of such party hereunder do not and will not constitute conflict with or result in a default, breach of (1) the certificate of incorporation or violation by laws (or any equivalent documents) of the terms Grantor, (2) any law or provisions of its certificateregulation, articles or charter of incorporationapplicable to it, declaration of trust, by-laws or any agreementorder, instrument, mortgage, judgmentwrit, injunction or order decree of any court or governmental authority or agency applicable to the Grantor, or (3) any agreement or instrument to which the Grantor is a party or by which it is bound or to which it is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument, except, in the case of clause (3), to the extent that such conflict, breach, default or lien would not have a material adverse effect on the Grantor, this Option or the Optionholder’s rights or obligations relating to this Option, or the power or ability of the Grantor to execute and deliver this Option or perform its propertyobligations hereunder. (bc) The Trust further represents and warrants to Principal Life that: (i) it No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is a person other than a natural person and is purchasing this Agreement for the purpose of providing collateral security for securities registered required in connection with the United States execution, delivery or performance by the Grantor of this Option, except such as have been obtained or made or the absence of which would not have a material adverse effect on such party, this Option or the Optionholder’s rights or obligations relating to this Option, or the power or ability of the Grantor to execute and deliver this Option or perform its obligations hereunder and except such as may be required under the Securities Act or state securities laws and except for filings with the Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereof.

Representations. (a) The parties to this Agreement hereby make the following representations and warranties, which shall continue during the term of any Loan hereunder: 10.1 Each party hereto represents and warrants to the other that as of the date hereof: (ia) it has the power to execute and deliver this Agreement, to enter into this Agreement the Loans contemplated hereby and to consummate the transactions contemplated hereby; perform its obligations hereunder, (iib) this Agreement it has been duly authorizedtaken all necessary action to authorize such execution, executed delivery and deliveredperformance, and (c) this Agreement constitutes a legal, valid and binding obligation of each party hereto, and this Agreement is enforceable against it in accordance with its terms. 10.2 Each party hereto represents and warrants that it has not relied on the terms hereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity other for any tax or at law; and (iii) the execution and delivery of accounting advice concerning this Agreement and that it has made its own determination as to the performance tax and accounting treatment of obligations hereunder do not any Loan and any dividends, remuneration or other funds received hereunder. 10.3 Each party hereto represents and warrants that it is acting for its own account unless it expressly specifies otherwise in writing and complies with Section 11.1(b). 10.4 Borrower represents and warrants that it has, or will not constitute or result in have at the time of transfer of any Collateral, the right to grant a default, breach or violation of first priority security interest therein subject to the terms and conditions hereof. (a) Borrower represents and warrants that it (or provisions the person to whom it relends the Loaned Securities) is borrowing or will borrow Loaned Securities that are Equity Securities for the purpose of its certificatemaking delivery of such Loaned Securities in the case of short sales, articles failure to receive securities required to be delivered, or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable as otherwise permitted pursuant to it or any of its propertyRegulation T as in effect from time to time. (b) The Trust further Borrower and Lender may agree, as provided in Section 24.2, that Borrower shall not be deemed to have made the representation or warranty in subsection (a) with respect to any Loan. By entering into any such agreement, Lender shall be deemed to have represented and warranted to Borrower (which representation and warranty shall be deemed to be repeated on each day during the term of the Loan) that Lender is either (i) an “exempted borrower” within the meaning of Regulation T or (ii) a member of a national securities exchange or a broker or dealer registered with the U.S. Securities and Exchange Commission that is entering into such Loan to finance its activities as a market maker or an underwriter. 10.6 Lender represents and warrants that it has, or will have at the time of transfer of any Loaned Securities, the right to Principal Life that: (i) it is a person other than a natural person and is purchasing this Agreement for transfer the purpose of providing collateral security for securities registered with the United States Loaned Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by subject to the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution conditions hereof.

Representations. (a) Each party hereto of the Initial Note A Holder and the Initial Note B Holder hereby represents and warrants to the other that as of the date hereofhereof that: (ia) Such Holder is duly organized, validly existing and in good standing as a legal entity under the laws of its jurisdiction of organization; (b) The execution and delivery of this Agreement by such Holder, and the performance of, and compliance with, the terms of this Agreement by such Holder, will not violate its organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or that is applicable to it or any of its assets, in each case which materially and adversely affects its ability to carry out the transactions contemplated by this Agreement; (c) Such Holder has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement and to consummate the transactions contemplated herebyhas duly executed and delivered this Agreement; (iid) this This Agreement has been duly authorized, executed and delivered, this Agreement constitutes a is its legal, valid and binding obligation of each party heretoobligation, and this Agreement is enforceable against such Holder in accordance with its terms, except as the terms hereof, subject to applicable enforcement thereof may be limited by bankruptcy, insolvency and similar insolvency, reorganization, liquidation, receivership, moratorium or other laws relating to or affecting the enforcement of creditors’ rights, and subject as to enforceability to rights or by general principles of equity, equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law; and); (iiie) Such Holder has the right to enter into this Agreement without the consent of any third party; (f) Such Holder is holding its Note for its own account in the ordinary course of its business; (g) Such Holder has not dealt with any broker, investment banker, agent or other person that is entitled to any commission or compensation in connection with the execution and delivery of this Agreement and the performance of obligations hereunder do not and will not constitute or result in a default, breach or violation of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its property. (b) The Trust further represents and warrants to Principal Life that: (i) it is a person other than a natural person and is purchasing this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by the terms of this Agreement; and (iiih) it (a) Such Holder is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereofQualified Institutional Lender.

Representations. (a) Each party hereto represents and warrants to the other that - (a) it is duly authorised to execute and deliver this Agreement, to enter into the Transactions contemplated hereunder and to perform its obligations hereunder and thereunder and has taken all necessary action to authorise such execution, delivery and performance; (b) it will engage in this Agreement and the Transactions contemplated hereunder (other than Agency Transactions) as principal; (c) the person signing this Agreement on its behalf is, and any person representing it in entering into a Transaction will be, duly authorised to do so on its behalf; (d) it has obtained all authorisations of any governmental or regulatory body required in connection with this Agreement and the Transactions contemplated hereunder and such authorisations are in full force and effect; (e) the execution, delivery and performance of this Agreement and the Transactions contemplated hereunder will not violate any law, ordinance, charter, bye-law or rule applicable to it or any agreement by which it is bound or by which any of its assets are affected; (f) it has satisfied itself and will continue to satisfy itself as to the tax implications of the date hereofTransactions contemplated hereunder; (g) in connection with this Agreement and each Transaction: (i) it has the power to enter into this Agreement and to consummate the transactions contemplated hereby; (ii) this Agreement has been duly authorized, executed and delivered, this Agreement constitutes unless there is a legal, valid and binding obligation of each party hereto, and this Agreement is enforceable in accordance written agreement with the terms hereofother party to the contrary, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of it is not relying on any advice (whether enforcement is sought in a proceeding in equity written or at law; and (iiioral) the execution and delivery of this Agreement and the performance of obligations hereunder do not and will not constitute or result in a default, breach or violation of the terms or provisions of its certificateother party, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its property. (b) The Trust further represents and warrants to Principal Life that: (i) it is a person other than a natural person and is purchasing the representations expressly set out in this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange CommissionAgreement; (ii) it has been informed made and understands that transfer is restricted by will make its own decisions regarding the terms entering into of this Agreement; andany Transaction based upon its own judgement and upon advice from such professional advisers as it has deemed it necessary to consult; (iii) it understands the terms, conditions and risks of each Transaction and is willing to assume (afinancially and otherwise) is solely responsible for determining whether this Agreement is suitable for those risks; (h) at the purpose intended; (b) has carefully read this Agreement (including time of transfer to the Annex) before signing this Agreement; (c) has had a reasonable opportunity other party of any Securities it will have the full and unqualified right to make such inquiries as it deemed necessary transfer and that upon such transfer of Securities the other party will receive all right, title and interest in and to those Securities free of any lien, claim, charge or encumbrance; and (i) the paying and collecting arrangements applied in relation to any Securities prior to signing their transfer from that party to the other under this Agreement; Agreement will not have resulted in the payment of any Income in respect of such Securities to the party transferring such Securities under deduction or withholding for or on account of UK tax. On the date on which any Transaction is entered into pursuant hereto, and (d) has received on each day on which Securities, Equivalent Securities, Margin Securities or had access Equivalent Margin Securities are to such additional information be transferred under any Transaction, Buyer and Seller shall each be deemed to repeat all the foregoing representations. For the avoidance of doubt and notwithstanding any arrangements which Seller or Buyer may have with any third party, each party will be liable as it deemed necessary in connection with its decision to sign this Agreement. In performing a principal for its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in under this Agreement shall be considered to have been relied upon by the other in connection with the execution hereofand each Transaction.

Representations. (a) Each party hereto of the Borrower, the Transferor, with respect to both Agreements, and the Servicer, with respect to the Loan and Servicing Agreement, severally for itself only, represents and warrants to the other that as of the date hereof: (i) it has the power to enter into this Agreement and to consummate the transactions contemplated hereby; (ii) this Agreement has been duly authorized, executed and delivered, this Agreement constitutes a legal, valid and binding obligation of each party hereto, and this Agreement is enforceable in accordance with the terms hereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; and (iii) the execution and delivery of this Agreement and the performance of obligations hereunder do not and will not constitute or result in a default, breach or violation of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its property. (b) The Trust further represents and warrants to Principal Life thatAmendment as follows: (i) it is a person other than a natural person duly incorporated or organized, validly existing and is purchasing this Agreement for in good standing under the purpose laws of providing collateral security for securities registered with the United States Securities and Exchange Commissionits jurisdiction of incorporation or organization; (ii) the execution, delivery and performance by it of this Amendment and the Loan and Servicing Agreement and the Purchase and Sale Agreement, each as amended hereby, are within its powers, have been duly authorized, and do not contravene (A) its corporate charter/certificate of incorporation, by-laws, or other organizational documents, or (B) any Applicable Law; (iii) no consent, license, permit, approval or authorization of, or registration, filing or declaration with any governmental authority, is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment and the Loan and Servicing Agreement and the Purchase and Sale Agreement, each as amended hereby by or against it; (iv) this Amendment has been informed duly executed and understands that transfer is restricted delivered by the terms it; (v) each of this Amendment, the Loan and Servicing Agreement and the Purchase and Sale Agreement, each as amended hereby, constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity; and (iiivi) it (a) no Unmatured Event of Default, Event of Default or Servicer Termination Event has occurred and is solely responsible for determining whether continuing and the execution of this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made Amendment by the Agreement Holder and Principal Life parties hereto will not result in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereofoccurrence of an Event of Default, Unmatured Event of Default or Servicer Termination Event.

Representations. (a) Each party hereto For purposes of its Delegated Authority, SPP hereby represents and warrants to the other that as of the date hereof: (i) it has the power to enter into this Agreement and to consummate the transactions contemplated hereby; (ii) this Agreement has been duly authorized, executed and delivered, this Agreement constitutes a legal, valid and binding obligation of each party hereto, and this Agreement is enforceable in accordance with the terms hereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; and (iii) the execution and delivery of this Agreement and the performance of obligations hereunder do not and will not constitute or result in a default, breach or violation of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its property. (b) The Trust further represents and warrants to Principal Life NERC that: (i) it SPP is a person other than a natural person and is purchasing shall remain during the term of this Agreement for the purpose validly existing and in good standing pursuant to all applicable laws relevant to this Agreement and that no applicable law, contract or other legal obligation prevents it from executing this Agreement and fulfilling its obligations hereunder. SPP is governed in accordance with its bylaws by an independent board. Pursuant to these bylaws, no two industry sectors can control any SPP decision and no single industry sector can veto any SPP decision. The relevant portions of providing collateral security for securities registered with the United States Securities such bylaws are attached hereto in Exhibit B1, and Exchange Commission;as so attached are in full force and effect. No other such corporate governance documents are binding upon SPP (ii) it As set forth in Exhibit C hereto2, SPP has been informed developed a standards development procedure, which provides the process that SPP may use to develop Regional Reliability Standards that are proposed to NERC for adoption. (iii) As set forth in Exhibit D hereto, SPP has adopted the NERC Compliance Monitoring and understands that transfer Enforcement Program, Appendix 4C to the NERC Rules of Procedure, which provides for the enforcement of Reliability Standards within SPP’s geographic boundaries as shown on Exhibit A. (b) NERC hereby represents and warrants to SPP that: (i) NERC is restricted by and shall remain during the terms term of this AgreementAgreement validly existing and in good standing pursuant to all applicable laws relevant to this Agreement and that no applicable law, contract or other legal obligation prevents it from executing this Agreement and fulfilling its obligations hereunder; and (iiiii) it (a) is solely responsible for determining whether this Agreement is suitable for NERC has been certified as the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made ERO by the Agreement Holder and Principal Life in this Agreement shall be considered Commission pursuant to have been relied upon by the other in connection with the execution hereofAct.

Representations. Each Party hereby represents and warrants with respect to itself to the other Party that (a) Each party hereto represents it is duly organized, validly existing and warrants to in good standing under the other that as Laws of the date hereof: (i) it jurisdiction of its formation and has full legal right, power, capacity and authority to execute and deliver this letter agreement, to perform the power to enter into this Agreement obligations hereunder and to consummate the transactions contemplated hereby; ; (iib) this Agreement letter agreement has been duly authorized, and validly executed and delivered, this Agreement delivered by it and constitutes a legal, valid and legally binding obligation of each party heretoobligation, and this Agreement is enforceable against it in accordance with the terms hereofof this letter agreement, subject to applicable bankruptcythe Enforceability Exceptions; (c) all consents, insolvency approvals, authorizations, permits of, filings with and similar laws affecting creditors’ rightsnotifications to, any Governmental Authority or any other person necessary for the due execution, delivery and performance of this letter agreement by it have been obtained or made and all conditions thereof have been duly complied with, and subject as no other action by, and no notice to enforceability or filing with, any Governmental Authority or any other person is required in connection with the execution, delivery or performance of this letter agreement; (d) there is no Action pending against it, or, to general principles of equityits knowledge, regardless of whether enforcement is sought in a proceeding in equity threatened against it, that restricts or at law; and prohibits (iiior, if successful, would restrict or prohibit) the execution performance by it of its obligations under this letter agreement; (e) the execution, delivery and delivery performance by it of this Agreement and the performance of obligations hereunder do letter agreement does not and will not constitute (i) violate any applicable Law or court judgment, or (ii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a defaultright of termination, breach cancellation or violation acceleration of any obligation or to the terms loss of any benefit under, or provisions otherwise require the consent or approval of its certificateany other person pursuant to, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable Contract to which it or any of its property. (b) is a party. The Trust Sponsor hereby further represents and warrants to Principal Life that: Parent that (ia) it is a person other than a natural person will have, immediately prior to Closing, sufficient and is purchasing this Agreement for the purpose of providing collateral security for securities registered with the readily available funds in United States Securities Dollars to pay the Commitment pursuant to this letter agreement as well as to fulfill its other obligations under this letter agreement and Exchange Commission; all of its other unfunded contractually binding equity commitments that are then outstanding; and (iib) it has been informed and understands the Commitment is less than the maximum amount that transfer Sponsor is restricted by permitted to invest in any one portfolio investment pursuant to the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received its constituent documents or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereofotherwise.

Representations. (a) Each party hereto Lessor represents and warrants to Lessee that to the other that best of Lessor’s knowledge and belief, as of the Effective Date and as of the date hereofof execution of this Agreement that: (ia) it Subject to the paramount title of the United States, Lessor is the sole legal and equitable owner of a one hundred percent (100%) undivided ownership interest in those unpatented lode mining claims described as Property herein, without limitation or restriction whatsoever; (b) The Property is free and clear of all leases, liens, encumbrances, adverse claims, burdens on production and royalty interests; (c) Any and all taxes and assessments that have been levied or assessed against or upon the Property that are due and owing have been paid; (d) Lessor (and the individual who is executing this Agreement on Lessors behalf) has the full right, power and authority to execute and enter into this Agreement and to consummate the transactions contemplated herebysuch execution and performance shall not violate any contract or other obligation of Lessor; (iie) this Agreement Lessee shall have the quiet and peaceful possession and enjoyment of the Property, and, upon request by Lessee, Lessor shall defend title to the Property, and Lessee’s quiet and peaceful possession and enjoyment thereof against any and all persons or entities who may claim any right, title or interest in or to the Property or any portion thereof; (f) There is and has been duly authorizedno violation of any applicable federal, executed and deliveredstate or local law or regulation, this Agreement constitutes a legalincluding, valid and binding obligation without limitation, those concerning zoning, land use or environmental protection, with respect to the Property or activities relating thereto; (g) No actions, claims or proceedings have been brought, asserted or threatened concerning the ownership or right to possession of each party hereto, and this Agreement is enforceable in accordance with the terms hereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity Property or at lawany portion thereof or otherwise concerning the Property or activities relating thereto; and (iiih) All unpatented mining claims included in the execution and delivery of this Agreement and the performance of obligations hereunder do not and will not constitute or result in a default, breach or violation of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its property. (b) The Trust further represents and warrants to Principal Life that: (i) it is a person other than a natural person and is purchasing this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to Property have been relied upon by the other properly staked according to industry standards and maintained and are validly existing in connection accordance with the execution hereofapplicable law.

Representations. (a) Each party hereto of the Initial Note A Holders and the Initial Note B Holder hereby represents and warrants to the other that as of the date hereofhereof that: (ia) Such Holder is duly organized, validly existing and in good standing as a legal entity under the laws of its jurisdiction of organization; (b) The execution and delivery of this Agreement by such Holder, and the performance of, and compliance with, the terms of this Agreement by such Holder, will not violate its organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or that is applicable to it or any of its assets, in each case which materially and adversely affects its ability to carry out the transactions contemplated by this Agreement; (c) Such Holder has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement and to consummate the transactions contemplated herebyhas duly executed and delivered this Agreement; (iid) this This Agreement has been duly authorized, executed and delivered, this Agreement constitutes a is its legal, valid and binding obligation of each party heretoobligation, and this Agreement is enforceable against such Holder in accordance with its terms, except as the terms hereof, subject to applicable enforcement thereof may be limited by bankruptcy, insolvency and similar insolvency, reorganization, liquidation, receivership, moratorium or other laws relating to or affecting the enforcement of creditors’ rights, and subject as to enforceability to rights or by general principles of equity, equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law; and); (iiie) Such Holder has the right to enter into this Agreement without the consent of any third party; (f) Such Holder is holding its Note for its own account in the ordinary course of its business; (g) Such Holder has not dealt with any broker, investment banker, agent or other person that is entitled to any commission or compensation in connection with the execution and delivery of this Agreement and the performance of obligations hereunder do not and will not constitute or result in a default, breach or violation of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its property. (b) The Trust further represents and warrants to Principal Life that: (i) it is a person other than a natural person and is purchasing this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by the terms of this Agreement; and (iiih) it (a) Such Holder is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereofQualified Institutional Lender.

Representations. Both Bank and each Customer represent, which representations shall be deemed continuing and reaffirmed on each day until such time as such Customer or Bank delivers written instructions to the other party to the contrary, that: (a) Each party hereto represents and warrants to the other that as of the date hereof: This Agreement (i) it has the power is and will continue to enter into this Agreement be legally and to consummate the transactions contemplated hereby; validly entered into, (ii) this Agreement has been duly authorizeddoes not and will not violate any statute, executed and deliveredregulation, this Agreement constitutes rule, order, or judgment binding upon it, any provision of its charter or other constitutive document, or any agreement or instrument to which it is a legal, valid and binding obligation of each party heretoor its property is subject, and this Agreement (iii) is enforceable in accordance with the terms hereofits terms, subject to applicable except as such enforcement may be limited by bankruptcy, insolvency and insolvency, or similar laws affecting creditors’ rightsrights generally, and subject as to enforceability to or by general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; and (iii) the execution and delivery of this Agreement and the performance of obligations hereunder do not and will not constitute or result in a default, breach or violation of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its property. (b) The Trust further person(s) executing this Agreement on its behalf have been duly and properly authorized to do so; Each Customer represents to Bank, which representations shall be deemed continuing and warrants reaffirmed on each day until such time as such Customer delivers written instructions to Principal Life Bank to the contrary that: (a) Each investment made on such Customer’s behalf in Approved Investments (i) does not and will not violate any statute, regulation, rule, order, or judgment binding upon such Customer, any provision of such Customer’s charter or other constitutive document, such Customer’s by-laws, resolutions, investment or other policies of such Customer, or any agreement or instrument to which such Customer is a party or its property is subject and (ii) are enforceable against such Customer in accordance with their terms, except as such enforcement may be limited by bankruptcy, insolvency, or similar laws affecting creditors rights generally or by general principles of equity; (b) Such Customer confirms that it is a person other than a natural person and is purchasing this Agreement for Qualified Institutional Buyer (as defined in Rule 144A of the purpose of providing collateral security for securities registered with the United States Securities and Exchange CommissionCommission under the Securities Act of 1933); (iic) it has been informed and understands that transfer is restricted by Such Customer may delegate its authority to invest its assets in accordance with the terms of this AgreementAgreement and such delegation does not and will not, violate any statute, regulation, rule, order, or judgment binding upon such Customer, any provision of such Customer’s charter or other constitutive document, such Customer’s by-laws, resolutions, investment or other policies of such Customer, or any agreement or instrument to which such Customer is a party or its property is subject; (d) Such Customer will not transfer, assign, or encumber its interest in or rights with respect to any Loans; and (iiie) All Securities subject to Loan are owned by such Customer free and clear of any liens, claims, security interests, and encumbrances. (f) Such Customer hereby covenants that it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity shall give Bank notice by not later than 10:00 a.m. New York City time each day via facsimile or telephone of Securities that Customer contracts on that day to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereofsell.

Representations. (a) Each party hereto of the Parent and the Borrowers hereby represents and warrants to the other that Agent and Noteholders as of the date hereof: of this Amendment as follows: (iA) it has is duly incorporated, validly existing and in good standing under the power to enter into laws of its jurisdiction of incorporation; (B) the execution, delivery and performance by it of this Agreement Amendment and to consummate the transactions contemplated hereby; (ii) this Agreement has all other Note Purchase Documents executed and delivered in connection herewith are within its powers, have been duly authorized, and do not contravene (i) its articles of incorporation, bylaws or other organizational documents, or (ii) any applicable law; (C) no consent, license, permit, approval or authorization of, or registration, filing or declaration with any Governmental Entity or other Person, is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment or any other Note Purchase Documents executed and delivered, delivered in connection herewith by or against it; (D) this Agreement constitutes a Amendment and all other Note Purchase Documents executed and delivered in connection herewith have been duly executed and delivered by it; (E) this Amendment and all other Note Purchase Documents executed and delivered in connection herewith constitute its legal, valid and binding obligation of each party hereto, and this Agreement is enforceable against it in accordance with the terms hereoftheir terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency and insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights, and subject as to enforceability to rights generally or by general principles of equity; (F) after giving effect to this Amendment, regardless it is not in default under the Agreement or any other Note Purchase Documents and no Event of whether enforcement Default exists, has occurred and is sought in a proceeding in equity continuing or at lawwould result by the execution, delivery or performance of this Amendment; and and (iiiG) the execution representations and delivery of this warranties contained in the Agreement and the performance of obligations hereunder do not other Note Purchase Documents are true and will not constitute or result correct in a default, breach or violation all material respects as of the terms or provisions of its certificatedate hereof as if then made, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its property. (b) The Trust further represents and warrants to Principal Life that: (i) it is a person other than a natural person and is purchasing this Agreement except for the purpose of providing collateral security for securities registered with the United States Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made limited by the Agreement Holder and Principal Life in this Agreement shall be considered their terms to have been relied upon by the other in connection with the execution hereofa specific date.

Representations. Each Party hereby represents and warrants with respect to itself to the other Party that (a) Each party hereto represents it is duly organized, validly existing and warrants to in good standing under the other that as Laws of the date hereof: (i) it jurisdiction of its formation and has full legal right, power, capacity and authority to execute and deliver this letter agreement, to perform the power to enter into this Agreement obligations hereunder and to consummate the transactions contemplated hereby; ; (iib) this Agreement letter agreement has been duly authorized, and validly executed and delivered, this Agreement delivered by it and constitutes a legal, valid and legally binding obligation of each party heretoobligation, and this Agreement is enforceable against it in accordance with the terms hereofof this letter agreement, subject to applicable bankruptcythe Enforceability Exceptions; (c) except for the ODI Approvals, insolvency all consents, approvals, authorizations, permits of, filings with and similar laws affecting creditors’ rightsnotifications to, any Governmental Authority or any other person necessary for the due execution, delivery and performance of this letter agreement by it have been obtained or made and all conditions thereof have been duly complied with, and subject as no other action by, and no notice to enforceability or filing with, any Governmental Authority or any other person is required in connection with the execution, delivery or performance of this letter agreement; (d) there is no Action pending against it, or, to general principles of equityits knowledge, regardless of whether enforcement is sought in a proceeding in equity threatened against it, that restricts or at law; and prohibits (iiior, if successful, would restrict or prohibit) the execution performance by it of its obligations under this letter agreement; (e) the execution, delivery and delivery performance by it of this Agreement and the performance of obligations hereunder do letter agreement does not and will not constitute (i) violate any applicable Law or court judgment, or (ii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a defaultright of termination, breach cancellation or violation acceleration of any obligation or to the terms loss of any benefit under, or provisions otherwise require the consent or approval of its certificateany other person pursuant to, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable Contract to which it or any of its property. (b) is a party. The Trust Sponsor hereby further represents and warrants to Principal Life that: Parent that (ia) subject to obtaining the ODI Approvals, it is a person other than a natural person will have, immediately prior to Closing, sufficient and is purchasing this Agreement for the purpose of providing collateral security for securities registered with the readily available funds in United States Securities Dollars to pay the Commitment pursuant to this letter agreement as well as to fulfill its other obligations under this letter agreement and Exchange Commission; all of its other unfunded contractually binding equity commitments that are then outstanding; and (iib) it has been informed and understands the Commitment is less than the maximum amount that transfer Sponsor is restricted by permitted to invest in any one portfolio investment pursuant to the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received its constituent documents or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereofotherwise.

Representations. (a) Each party hereto of the Cendant Entities hereby represents and warrants to the other that PHH Entities, and each of the PHH Entities and the Company hereby represents and warrants to the Cendant Entities, as of the date hereofhereof and throughout the term of this Agreement, that: (ia) it Such Party is a corporation, limited liability company, partnership or business trust duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Such Party has the full right, power and authority to enter into execute and deliver this Agreement and to consummate the transactions contemplated hereby;perform each of its obligations hereunder. (iib) All necessary action, corporate or otherwise, on the part of such Party necessary to authorize the execution and delivery by such Party of this Agreement and the performance by such Party of its obligations hereunder has been taken, and no further action on the part of such Party is necessary for such authorization. This Agreement has been duly authorized, executed and delivereddelivered by such Party and (assuming due authorization, this Agreement execution and delivery by the other Parties), constitutes a legal, valid and binding obligation of each party hereto, and this Agreement is such Party enforceable against such Party in accordance with the terms hereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; andits terms. (iiic) No consent, approval or authorization of, or filing or registration with, any governmental or regulatory authority or any other Person (other than such as have been obtained or made by such Party) is required to be made or obtained by such Party in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement. * The term “Confidential” indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (d) Neither the execution and delivery of this Agreement and by such Party nor the performance consummation by such Party of obligations hereunder do not and will not constitute or result in a defaultthe transactions contemplated hereby, breach or violation nor compliance by such Party with any of the terms or provisions hereof, will (i) conflict with or result in a breach of its certificate, articles or charter any provision of the certificate of incorporation, declaration of trust, by-laws or similar governing documents of such Party or (ii) assuming the consents, permits, authorizations, approvals, filings and registrations previously disclosed in writing by such Party to the other Parties are obtained or made (x) violate any agreementstatute, instrumentcode, mortgageordinance, rule, regulation, judgment, order, write, decree or injunction or order applicable to it such Party or any of its property. properties or assets or (by) The Trust further represents and warrants violate, conflict with, result in a breach of any provisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any encumbrance upon any of the properties or assets of such Party under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to Principal Life that: (i) it which such Party is a person other than a natural person and is purchasing this Agreement for party, or by which its properties or assets may be bound or affected, except, in the purpose case of providing collateral security for securities registered with the United States Securities and Exchange Commission; clause (ii) it has been informed and understands that transfer is restricted by ), for such violations, conflicts, breaches or defaults which, either individually or in the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for aggregate, would not prevent or materially hinder or delay such Party’s ability to consummate the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received transactions contemplated hereby or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing perform its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereofhereunder.

Representations. (a) Each party hereto Loan Party hereby represents and warrants to Lenders and Agent that: 1. Each Group Member (a) is duly organized, validly existing and in good standing under the other that as laws of the date hereof:jurisdiction of its organization, (b) is duly qualified to do business as a foreign entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not, in the aggregate, have a Material Adverse Effect, (c) has all requisite corporate or limited partnership power, as applicable, and authority and the legal right to own, pledge, mortgage and operate its property, to lease or sublease any property it operates under lease or sublease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance in all material respects with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law, except where the failure to be in compliance would not have a Material Adverse Effect and (f) has all necessary Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, lease, sublease, operation, occupation or conduct of business, except where the failure to obtain such Permits, make such filings or give such notices would not, in the aggregate, have a Material Adverse Effect. The Borrowers are engaged in the business of selling Inventory at retail. 2. The execution, delivery and performance by each Loan Party of this Amendment (i) it has are within such Loan Party’s corporate or similar powers and, at the power to enter into this Agreement time of execution thereof, have been duly authorized by all necessary corporate and to consummate the transactions contemplated hereby; similar action (including, if applicable, consent of holders of its Securities), (ii) this Agreement do not (A) contravene such Loan Party’s Constituent Documents, (B) violate any applicable Requirement of Law, (C) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material Contractual Obligation of any Loan Party or any of its Subsidiaries (including other Loan Documents) other than those that would not, in the aggregate, have a Material Adverse Effect or (D) result in the imposition of any Lien (other than a Lien securing the Obligations) upon any property of any Loan Party or any of its Subsidiaries and (iii) do not require any Permit of, or filing with, any Governmental Authority or any consent of, or notice to, any Person. 3. This Amendment has been duly authorized, executed and delivereddelivered to the other parties thereto by each Loan Party party hereto, this Agreement constitutes a is the legal, valid and binding obligation of each party hereto, such Loan Party and this Agreement is enforceable against such Loan Party in accordance with the terms hereofits terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency and insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rightsrights generally or by equitable principles relating to enforceability. 4. Both before and after giving effect to this Amendment, the representations and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought warranties contained in a proceeding in equity or at law; and (iii) the execution and delivery of this Credit Agreement and the performance other Loan Documents are true and correct in all material respects and no Default or Event of obligations hereunder do not Default has occurred and will not constitute or result in a default, breach or violation is continuing as of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its property. (b) The Trust further represents and warrants to Principal Life that: (i) it is a person other than a natural person and is purchasing this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution date hereof.

Representations. (a) Each party hereto represents and warrants to the other that as of the date hereof:- (ia) it is duly authorised to execute and deliver this Agreement, to enter into the Transactions contemplated hereunder and to perform its obligations hereunder and thereunder and has taken all necessary action to authorise such execution, delivery and performance; (b) it will engage in this Agreement and the Transactions contemplated hereunder (other than Agency Transactions) as principal; (c) the person signing this Agreement on its behalf is, and any person representing it in entering into a Transaction will be, duly authorised to do so on its behalf; (d) it has the power to enter into obtained all authorisations of any governmental or regulatory body required in connection with this Agreement and to consummate the transactions Transactions contemplated herebyhereunder and such authorisations are in full force and effect; (ii) this Agreement has been duly authorized, executed and delivered, this Agreement constitutes a legal, valid and binding obligation of each party hereto, and this Agreement is enforceable in accordance with the terms hereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; and (iiie) the execution execution, delivery and delivery performance of this Agreement and the performance of obligations Transactions contemplated hereunder do not and will not constitute or result in a defaultviolate any law, breach or violation of the terms or provisions of its certificateordinance, articles or charter of incorporation, declaration of trustcharter, by-laws law or any agreement, instrument, mortgage, judgment, injunction or order rule applicable to it or any agreement by which it is bound or by which any of its property.assets are affected; (bf) The Trust further represents it has satisfied itself and warrants will continue to Principal Life that:satisfy itself as to the tax implications of the Transactions contemplated hereunder; (g) in connection with this Agreement and each Transaction - (i) unless there is a written agreement with the other party to the contrary, it is a person not relying on any advice (whether written or oral) of the other party, other than a natural person and is purchasing the representations expressly set out in this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange CommissionAgreement; (ii) it has been informed made and understands that transfer is restricted by will make its own decisions regarding the terms entering into of this Agreement; andany Transaction based upon its own judgment and upon advice from such professional advisers as it has deemed it necessary to consult; (iii) it understands the terms, conditions and risks of each Transaction and is willing to assume (afinancially and otherwise) is solely responsible for determining whether this Agreement is suitable for those risks; and (h) at the purpose intended; (b) has carefully read this Agreement (including time of transfer to the Annex) before signing this Agreement; (c) has had a reasonable opportunity other party of any Securities it will have the full and unqualified right to make such inquiries transfer and that upon such transfer of Securities the other party will receive all right, title and interest in and to those Securities free of any lien (other than a lien granted to the operator of the clearance system through which the Securities are transferred), claim, charge or encumbrance. On the date on which any Transaction is entered into pursuant hereto, and on each day on which Securities, Equivalent Securities, Margin Securities or Equivalent Margin Securities are to be transferred under any Transaction, Buyer and Seller shall each be deemed to repeat all the foregoing representations. For the avoidance of doubt and notwithstanding any arrangements which Seller or Buyer may have with any third party, each party will be liable as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing a principal for its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in under this Agreement shall be considered to have been relied upon by the other in connection with the execution hereofand each Transaction.

Representations. (a) Each party hereto Lessor represents and warrants to Lessee that to the other that best of Lessor's knowledge and belief, as of the Effective Date and as of the date hereofof execution of this Agreement that: (ia) it Subject to the paramount title of the United States, Lessor is the sole legal and equitable owner of a one hundred percent (100%) undivided ownership interest in those unpatented lode mining claims described as Property herein, without limitation or restriction whatsoever; (b) The Property is free and clear of all leases, liens, encumbrances, adverse claims, burdens on production and royalty interests; (c) Any and all taxes and assessments that have been levied or assessed against or upon the Property that are due and owing have been paid; (d) Lessor (and the individual who is executing this Agreement on Lessor's behalf) has the full right, power and authority to execute and enter into this Agreement and to consummate the transactions contemplated herebysuch execution and performance shall not violate any contract or other obligation of Lessor; (iie) this Agreement Lessee shall have the quiet and peaceful possession and enjoyment of the Property, and, upon request by Lessee, Lessor shall defend title to the Property, and Lessee's quiet and peaceful possession and enjoyment thereof against any and all persons or entities who may claim any right, title or interest in or to the Property or any portion thereof; (f) There is and has been duly authorizedno violation of any applicable federal, executed and deliveredstate or local law or regulation, this Agreement constitutes a legalincluding, valid and binding obligation without limitation, those concerning zoning, land use or environmental protection, with respect to the Property or activities relating thereto; (g) No actions, claims or proceedings have been brought, asserted or threatened concerning the ownership or right to possession of each party hereto, and this Agreement is enforceable in accordance with the terms hereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity Property or at lawany portion thereof or otherwise concerning the Property or activities relating thereto; and (iiih) All unpatented mining claims included in the execution and delivery of this Agreement and the performance of obligations hereunder do not and will not constitute or result in a default, breach or violation of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its property. (b) The Trust further represents and warrants to Principal Life that: (i) it is a person other than a natural person and is purchasing this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to Property have been relied upon by the other properly staked according to industry standards and maintained and are validly existing in connection accordance with the execution hereofapplicable law.

Representations. (a) Each party hereto Loan Party hereby represents and warrants to the other that as Lenders and Administrative Agent that: 1. Each Group Member (a) is duly organized, validly existing and in good standing under the laws of the date hereof:jurisdiction of its organization, (b) is duly qualified to do business as a foreign entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not, in the aggregate, have a Material Adverse Effect, (c) has all requisite corporate or limited partnership power, as applicable, and authority and the legal right to own, pledge, mortgage and operate its property, to lease or sublease any property it operates under lease or sublease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance in all material respects with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law, except where the failure to be in compliance would not have a Material Adverse Effect, and (f) has all necessary Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, lease, sublease, operation, occupation or conduct of business, except where the failure to obtain such Permits, make such filings or give such notices would not, in the aggregate, have a Material Adverse Effect. The Borrowers are engaged in the business of selling Inventory at retail. 2. The execution, delivery and performance by each Loan Party of this Amendment (i) it has are within such Loan Party’s corporate or similar powers and, at the power to enter into this Agreement time of execution thereof, have been duly authorized by all necessary corporate and to consummate the transactions contemplated hereby; similar action (including, if applicable, consent of holders of its Securities), (ii) this Agreement do not (A) contravene such Loan Party’s Constituent Documents, (B) violate any applicable Requirement of Law, (C) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material Contractual Obligation of any Loan Party or any of its Subsidiaries (including other Loan Documents) other than those that would not, in the aggregate, have a Material Adverse Effect, or (D) result in the imposition of any Lien (other than a Lien securing the Obligations) upon any property of any Loan Party or any of its Subsidiaries, and (iii) do not require any Permit of, or filing with, any Governmental Authority or any consent of, or notice to, any Person. 3. This Amendment has been duly authorized, executed and delivereddelivered to the other parties thereto by each Loan Party party hereto, this Agreement constitutes a is the legal, valid and binding obligation of each party hereto, such Loan Party and this Agreement is enforceable against such Loan Party in accordance with the terms hereofits terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency and insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rightsrights generally or by equitable principles relating to enforceability. 4. Both before and after giving effect to this Amendment, the representations and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought warranties contained in a proceeding in equity or at law; and (iii) the execution and delivery of this Credit Agreement and the performance other Loan Documents are true and correct in all material respects and no Default or Event of obligations hereunder do not Default has occurred and will not constitute or result in a default, breach or violation is continuing as of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its property. (b) The Trust further represents and warrants to Principal Life that: (i) it is a person other than a natural person and is purchasing this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution date hereof.

Representations. (a) Each party hereto Nephros hereby represents and warrants to the other that as of the date hereof: (i) it Nephros has the all requisite power and authority to enter into execute and deliver this Agreement and the Stock Purchase Warrant and to consummate perform its obligations hereunder and thereunder, (ii) this Agreement and the Stock Purchase Warrant have been duly and validly executed and delivered by Nephros and constitute valid and binding obligations of Nephros, enforceable against Nephros in accordance with their respective terms, and (iii) neither the execution and delivery of this Agreement or the Stock Purchase Warrant by Nephros, nor the consummation by Nephros of the transactions contemplated hereby;hereby or thereby, will (a) conflict with or violate any provision of the Charter, By-laws or other governing documents of Nephros, (b) require on the part of Nephros any filing with, or approval of, any governmental entity or (c) violate in any material respect any order, writ, injunction, decree, statute, rule or regulation applicable to Nephros, or any of its properties or assets. (b) Claimant hereby represents and warrants that (i) Claimant has the requisite power and authority to execute and deliver this Agreement, (ii) this Agreement has been duly authorized, and validly executed and delivered, this Agreement delivered by Claimant and constitutes a legal, the valid and binding obligation of each party heretoClaimant, and this Agreement is enforceable against Claimant in accordance with the terms hereofits terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; and (iii) neither the execution and delivery of this Agreement and Agreement, nor the performance of obligations hereunder do not and will not constitute or result in a default, breach or violation consummation by Claimant of the terms transactions contemplated hereby, will (a) conflict with or provisions violate any provision of its certificatethe Charter, articles or charter of incorporation, declaration of trust, byBy-laws or other governing documents of Claimant, (b) require on the part of Claimant any agreementfiling with, instrumentor approval of, mortgageany governmental entity or (c) violate in any material respect any order, judgmentwrit, injunction injunction, decree, statute, rule or order regulation applicable to it Claimant, or any of its property. properties or assets, (biv) The Trust further represents Claimant owns the Claim free from any lien or other encumbrance and warrants has not assigned to Principal Life that: any person or entity, in whole or in part, any rights in, or arising out of, the Claim, the Navaho Project or the Navaho Project Plan Agreement, (iv) it the Claim is a person other than a natural person and is purchasing this Agreement for the purpose only obligation of providing collateral security for securities registered with Nephros or any of its affiliates arising out of the United States Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; Navaho Project, and (dvi) has received or had access Claimant is the successor in interest to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting SeaMED Corporation as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations result of a merger of SeaMED Corporation with and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereofinto Claimant.

Representations. (a) Each party hereto Purchaser represents and warrants to the other that Sellers as follows, in each case as of the date hereofhereof and the Closing Date, provided, however, that a guarantee which is expressly made as of a specific date shall be true and correct only as of such date: (ia) it Purchaser is a company duly organized, validly existing and in good standing under the laws of Luxembourg and has the power all corporate powers required to enter into this Agreement and to consummate the transactions contemplated hereby; (ii) this Agreement has been duly authorized, executed and delivered, this Agreement constitutes a legal, valid and binding obligation of each party hereto, and this Agreement is enforceable in accordance with the terms hereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject carry on its business as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; and (iii) the execution and delivery of this Agreement and the performance of obligations hereunder do not and will not constitute or result in a default, breach or violation of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its propertypresently conducted. (b) The Trust further represents execution and warrants to Principal Life that: (i) it is a person other than a natural person and is purchasing performance by Purchaser of this Agreement for are within Purchaser’s corporate powers, do not violate the purpose articles of providing collateral security for securities registered association or by-laws of Purchaser and have been duly authorized by all requisite corporate bodies, if necessary. This Agreement constitutes the valid and binding obligation of Purchaser, enforceable in accordance with the United States Securities and Exchange Commission;its terms, without any further condition unless otherwise specified herein. (ii) it has been informed and understands that transfer is restricted by the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity Except with respect to make such inquiries as it deemed necessary prior the AWV control requirements set forth in Section 4.2(a), no consent, approval or authorization of, permit from, or declaration, filing or registration with any governmental or regulatory authority, or any other person or entity is required to signing this Agreement; and (d) has received be made or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made obtained by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other Purchaser in connection with the execution execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. (d) As of the date hereof, there is no lawsuit, investigation or proceeding pending against, or, to Purchaser’s knowledge, threatened in writing against Purchaser before any court, arbitrator or governmental authority which in any manner challenges or seeks to prevent, alter or materially delay the transactions contemplated by this Agreement. (e) Purchaser is purchasing the Sold Shares for its own account. (f) As of the date hereof, based on the Due Diligence, Purchaser is not aware that a Breach has occurred and that Sellers could reasonably be liable for Damages under Section 7. (g) Purchaser does not have any obligation or liability to pay any fees or commissions to any broker, finder or agent with respect to any of the transactions contemplated by this Agreement for which Sellers could become liable.

Representations. (a) Each party hereto The Custodian hereby represents and warrants to the other that as of the date hereof: that: (i) it has the power to enter into this Agreement and to consummate the transactions contemplated hereby; is a U.S. Bank; (ii) this Delegation Agreement has been duly authorized, executed and delivered, this Agreement constitutes delivered by the Custodian and is a legal, valid and binding obligation agreement of each party hereto, and this Agreement is the Custodian enforceable against it in accordance with the terms hereofits terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency bankruptcy laws and any other similar laws affecting creditors’ rights, the rights and subject as to enforceability to general principles remedies of equity, regardless of whether enforcement is sought in a proceeding in equity or at lawcreditors generally and by equitable principles; and and (iii) the execution Custodian is duly organized and delivery of existing under the National Bank Act, with full power to carry on its business as now conducted and to enter into this Delegation Agreement and to perform its obligations hereunder. The Custodian will enter into an agreement with the performance of obligations hereunder do not Delegate in which the Delegate will represent and will not constitute or result in a default, breach or violation of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its property. (b) The Trust further represents and warrants to Principal Life warrant that: : (i) it is a person other than a natural person and is purchasing this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange Commission; U.S. Bank; (ii) it the agreement between the Custodian and the Delegate has been informed duly authorized, executed and understands that transfer is restricted delivered by the terms Delegate and is a legal, valid and binding agreement of this Agreementthe Delegate enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy laws and any other similar laws affecting the rights and remedies of creditors generally and by equitable principles; and (iii) the Delegate is duly organized and existing under the National Bank Act, with full power to carry on its business as now conducted and to enter into the agreement between it (a) is solely responsible for determining whether this Agreement is suitable for and the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity Custodian and to make such inquiries as it deemed necessary prior to signing this Agreementperform its obligations thereunder; and (div) it has received or had access established a monitoring system as described in Section 4 of this Delegation Agreement. Each Fund hereby represents and warrants that its Board has determined that it is reasonable to such additional information as rely on the Custodian to direct the Delegate to perform the delegated responsibilities provided for herein and that this Delegation Agreement has been duly authorized, executed and delivered by the Fund and is a legal, valid and binding agreement of the Fund enforceable against it deemed necessary in connection accordance with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting terms, except as a fiduciary, agent or such enforceability may be limited by applicable bankruptcy laws and any other representative for similar laws affecting the Agreement Holder or anyone else. All representations rights and warranties made remedies of creditors generally and by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereofequitable principles.

Representations. (a) Each party hereto In order to induce Purchaser to enter into this Agreement, Seller warrants and represents and warrants to the other that as of the date hereoffollowing: (i) it has Seller is a limited partnership duly formed and in good standing under the power laws of the State and qualified to enter into this Agreement and to consummate do business in the transactions contemplated herebyState; (ii) Seller has the right, power and authority, without the joinder of any other person or entity to enter into, execute and deliver this Agreement has been duly authorizedand, executed and delivered, subject to the terms of this Agreement constitutes a legal(including, valid but not limited to, Paragraph 23 and binding obligation of each party heretoParagraph 49), to perform all duties and obligations imposed on it under this Agreement; (iii) this Agreement is enforceable a valid obligation of Seller and is binding upon it in accordance with the terms hereof, ; subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; and (iii) the execution and delivery of this Agreement and the performance of obligations hereunder do not and will not constitute or result in a default, breach or violation of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its property. (b) The Trust further represents and warrants to Principal Life that: (i) it is a person other than a natural person and is purchasing this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by the terms of this Agreement (including, but not limited to, Paragraph 23 and Paragraph 49), the persons or parties executing this Agreement on its behalf have been duly authorized and empowered to bind it to this Agreement; and; (iiiiv) it (a) is solely responsible for determining whether this Agreement is suitable for subject to the purpose intended; (b) has carefully read terms of this Agreement (including including, but not limited to, Paragraph 23 and Paragraph 49), to Seller's knowledge, neither the Annex) before signing execution nor the delivery of this Agreement, nor the consummation of the purchase and sale contemplated hereby, nor the compliance with the terms and conditions of this Agreement conflict with or will result in the breach of any of the terms, conditions or provisions of any agreement to which Seller is a party or by which is it bound; (v) Seller has not: (A) made a general assignment for the benefit of creditors; (cB) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Seller's creditors; (C) suffered the appointment of a receiver to take possession of all, or substantially all, of its assets; (D) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (E) admitted in writing its inability to pay its debts as they come due; or (F) made an offer of settlement, extension or composition to its creditors generally; (vi) Seller is not a "foreign person" as defined in Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code") and any related regulations; (vii) All service, maintenance, supply, construction, development and management contracts, equipment leases and any other contract (including all amendments, modifications, extensions, renewals, side letters, guarantees and other documents related thereto) (collectively, "Contracts") affecting the Property as of the Effective Date will be made available at the Property by the Operator on or before November 7, 2016, at which time Schedule 6(a)(vii) will be created and attached hereto on or before November 9, 2016. To Seller's knowledge, each Contract is in full force and effect. Seller has had not given or received any written notice of any breach or default under any such Contracts that has not been cured; (viii) Except for the ROFR (as defined in Paragraph 45 below) granted to GM (as defined in Paragraph 45 below), Seller has not granted any options, rights of first refusal or rights of first offer or similar rights with respect to the Property, in each case that grants to a reasonable opportunity third-party the right to make such inquiries as it deemed necessary prior to signing this Agreement; and purchase or lease all or a portion of the Property; (dix) As of the date hereof, there are no pending condemnation or similar proceedings affecting the Property; (x) As of the date hereof, Seller has received no written notice of any litigation, actions, suits, arbitrations, orders, decrees, claims, writs, injunctions, government investigations, or had access proceedings pending or threatened against the Property, the Seller or affecting the Seller which, if determined adversely to such additional information as it deemed necessary in connection with its decision property or entity, would materially and adversely affect the (A) ability of the Seller to sign this Agreement. In performing perform its obligations hereunder Principal Life hereunder, (B) ownership of the Property or (C) the operation of the Property. The Seller is not acting as a fiduciaryparty to or, agent to its knowledge, subject to the provision of any judgment, order, writ, injunction, decree or award of any governmental authority which would materially and adversely affect the ability of the Seller to perform its obligations hereunder; (xi) As of the date hereof, Seller has not received any written notice from any governmental authority or other representative person: (A) of any violation, non-renewal, suspension or revocation of any licenses, permits, approvals, qualifications and the like with respect to the Property (collectively, the "Licenses and Permits") that has not been dismissed or cured; (B) of any failure by the Seller to obtain any Licenses and Permits required for the Agreement Holder use, occupancy or anyone else. All representations and warranties operation of the Property that has not been dismissed or cured; or (C) that any uses being made by of the Agreement Holder and Principal Life Property are in this Agreement shall be considered violation of any applicable certificates of occupancy therefor that has not been dismissed or cured; provided, however, Seller hereby notifies Purchaser that the City of Detroit has approached other property owners with banners similar to have been relied upon by the other that used in connection with the execution Parking Garage about removing such banners; (A) Seller is not a party to any action or proceeding to xxxxx any real property taxes, (B) there is no proceeding by any governmental authority for enforcement of collection of such taxes against Seller, (C) as of the date hereof, Seller has not received any written notice of a special tax or assessment to be levied against the Property after the date hereof and (D) to Seller's knowledge, there are no outstanding storm water drainage fees payable for the Property; (xiii) As of the date hereof, the Seller has not received any written notice from any governmental authority of a violation of any applicable Environmental Requirements (as defined in Paragraph 7(c) hereof), which have not been corrected and, to Seller's knowledge, there are no current violations of any Environmental Requirements at or relating to the Property except as may be disclosed in that certain Phase I Environmental Site Assessment prepared by GHD, dated September 21, 2016 (the "Seller's Phase I ESA"); (xiv) No individuals are presently employed by the Seller, and Seller is not a party to any employment, collective bargaining or similar agreements or arrangements relating to the Property; (A) Seller presently is and at all times during the term hereof shall remain in compliance with all regulations and requirements of OFAC (as hereinafter defined), and any authorizing statute, law or executive order, including without limitation, the Executive Order (as hereinafter defined) relating to money laundering, anti-terrorism, trade embargos and/or economic sanctions; (B) Seller and each person or entity owning an interest in Seller is: (I) not currently identified on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control, Department of the Treasury ("OFAC") and/or any other similar list maintained by OFAC pursuant to any authorizing statute, executive order or regulation (collectively, the "List"); and (II) not a person or entity with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation or executive order of the President of the United States; (C) none of the funds or other assets of Seller constitute property of, or are beneficially owned, directly or indirection, by any Embargoed Person (as hereinafter defined); (D) no Embargoed Person (as defined below) has any interest of any nature whatsoever in Seller (whether directly or indirectly); (E) none of the funds of Seller have been derived from any unlawful activity with the result that the investment in Seller is prohibited by law or that this Agreement is in violation of law; and (F) Seller, to the extent it has the power to do so, will use commercially reasonable efforts to cause the foregoing representations and warranties to remain true and correct at all applicable times during the pendency of this Agreement. The term "Embargoed Person" means any person, entity or government subject to trade restrictions pursuant to United States law, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any executive orders or regulations promulgated thereunder, and all amendments thereto, with the result that the investment in the representing Party is prohibited by law or that such Party is in violation of law;

Representations. (a) Each party hereto represents The Employee hereby represents, confirms, agrees and warrants to the other that undertakes as of the date hereoffollows: (i) it 5.1 The Employee has the power knowledge, abilities and skills required to enter into this Agreement and to consummate perform the transactions contemplated hereby;duties of his/her position. (ii) this Agreement has been duly authorized, executed and delivered, this Agreement constitutes a legal, valid and binding obligation of each party hereto, and this Agreement is enforceable in accordance with the terms hereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; and (iii) the 5.2 The execution and delivery of this Agreement and the performance of obligations hereunder do not and will not constitute or result in a default, breach or violation of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its property. (b) The Trust further represents and warrants to Principal Life that: (i) it is a person other than a natural person and is purchasing this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by the terms of this Agreement; and (iii) it hereof: (a) shall not constitute a default under or breach of any agreement or other instrument to which the Employee is solely responsible for determining whether this Agreement a party or by which he/she is suitable for the purpose intendedbound, including without limitation any confidentiality or non-competition agreement; (b) has carefully read this Agreement (including the Annex) before signing this Agreementare not prohibited under any law, regulation or court order; and (c) has had a reasonable opportunity do not require the consent of any other person or entity. 5.3 Employee shall not during his/her employment with the Company, use any confidential or proprietary information of any third party whatsoever, including without limitation that of any previous employer. 5.4 This Agreement is personal and special and exclusively delineates the entire relationship between the Parties, and contains all compensation and/or benefits and/or other conditions of any kind to make such inquiries as it deemed necessary which the Employee is entitled from the Company, and supersedes all prior agreements, understandings, negotiations, promises, consents, undertakings, representations, warranties, oral or written, exchanged or signed between the parties with respect to signing this Agreement; the subject matter hereof. The Employee shall not be entitled to any other remuneration and/or benefit from the Company, unless explicitly provided hereunder, and (d) has received or had access no practice and/or custom existing between the Company and other employees, if any, shall apply to such additional information as it deemed necessary in connection with its decision the relationship between the Employee and the Company, except if and to sign the extent explicitly incorporated into this Agreement. In performing its obligations hereunder Principal Life is If the Company grants the Employee, on any occasion, any benefit of any kind, not acting as specified in this Agreement, each such grant shall be deemed a fiduciarynonrecurring event, agent or other representative for and shall neither give rise to any new right of the Agreement Holder or anyone elseEmployee, nor constitute a practice and/or custom and/or precedent between the parties. All representations and warranties made The failure of any party at any time(s) to require the strict performance of any provision hereof and/or the waiver by either party of a breach(s) by the Agreement Holder and Principal Life other party of any of the terms hereof shall not affect its right to enforce the same at any later time nor shall be deemed to be, or construed as, a further or continuing waiver of any of the terms hereof. 5.5 No general and/or special collective agreements apply to the Employee’s employment hereunder. For the removal of any doubt, without derogating from the above, in the event that with respect to any of the matters addressed herein, provisions of law, collective agreements and/or extension orders shall, notwithstanding the above, apply to the Employee, the provisions of this Agreement shall be considered deemed as coming in their stead, or at least, as being on account of said applicable provisions. 5.6 The Employee has signed this Agreement of his/her own accord, after having reviewed this Agreement thoroughly and received all clarifications requested by him/her with respect to have been relied upon by its provisions, and having had ample opportunity to receive legal or other advice, and the other in connection with Employee fully appreciates the execution contents and meaning hereof. 5.7 The Employee is aware that if it were not for his/her representations and undertakings in this Section 5, the Company would not enter this Agreement with him/her.

Representations. (a) Each party hereto represents and warrants to the other party that as of the date hereof: it: (i) it has is registered as an investment adviser under the power Investment Advisers Act of 1940, as amended (the “Advisers Act”) (and will continue to enter into be so registered for so long as this Agreement and to consummate the transactions contemplated hereby; remains in effect); (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) will promptly notify the other party of the occurrence of any event that would disqualify the party from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (v) will promptly notify the other party if it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority; (vii) will promptly notify the other party if it suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties hereunder; and (viii) has been duly authorizeddelivered a copy of the Investment Management Agreement (in the case of the Investment Manager) or Investment Advisory Agreement (in the case of the Adviser) to the other party and will deliver to the other party any supplements or amendments thereto promptly after such become effective. For the purposes of this paragraph, a “material adverse change” of the Adviser shall include the departure (or threatened departure) of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality. (b) Each of the undersigned warrants and represents that they have full power and authority to sign this Agreement on behalf of the party indicated and that their signature will bind the party indicated to the terms hereof and each party hereto warrants and represents that this Agreement, when executed and delivered, this Agreement constitutes will constitute a legal, valid and binding obligation of each the party, enforceable against the party hereto, and this Agreement is enforceable in accordance with the terms hereofits terms, subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium and similar other laws of general application affecting creditors’ rights, the rights and subject as to enforceability to general principles remedies of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; and (iii) the execution creditors and delivery of this Agreement and the performance of obligations hereunder do not and will not constitute or result in a default, breach or violation of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its propertysecured parties. (b) The Trust further represents and warrants to Principal Life that: (i) it is a person other than a natural person and is purchasing this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereof.

Representations. (a) Each party hereto The Standby Purchaser represents and warrants to the other that as of the date hereofPostmedia that: (ia) It is limited partnership organized and existing under the Laws of Delaware and that it has the power to enter into and perform its obligations under this Agreement Agreement. (b) The execution, delivery and to consummate performance by the transactions contemplated herebyStandby Purchaser of this Agreement: (i) has been duly authorized by all necessary action on its part; (ii) this does not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) result in a breach or a violation of, or conflict with, any of the terms or provisions of any material contract which it is a party or pursuant to which any of its material assets or property may be affected; and (iii) will not result in the violation of any applicable Law. (c) This Agreement has been duly authorized, executed and delivered, this Agreement delivered by the Standby Purchaser and constitutes a legal, valid and binding obligation of each party heretothe Standby Purchaser, and this Agreement is enforceable against it in accordance with the terms hereofits terms, subject only to (i) any limitation under applicable Laws relating to bankruptcy, insolvency and similar insolvency, arrangement or other laws of general application affecting the enforcement of creditors’ rights, and subject (ii) the discretion that a court may exercise in the granting of equitable remedies such as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; andspecific performance and injunction. (iiid) No consent, approval, order or authorization of, or declaration with, any Governmental Entity is required by or with respect to the Standby Purchaser or any of its affiliates in connection with the execution and delivery of this Agreement or the consummation of the transactions by the Standby Purchaser contemplated hereby, other than consents, approvals, or authorizations that may be required by any Securities Commissions or under the Competition Act. (e) Subject to the provisions of this Agreement, it has had access to such information concerning Postmedia as it has considered necessary to enter into this Agreement and to undertake its obligations hereunder. (f) Provided Postmedia has complied with the provisions of this Agreement required to be complied with on or prior to the Expiry Date, it will exercise (and cause each of its affiliates to exercise) its Basic Subscription Privilege in full. (g) It has knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Standby Purchaser Rights Offering Subscription Receipts and the performance Standby Subscription Receipts in accordance with this Agreement and is able to bear the economic risks of obligations hereunder do such investment. (h) If required under applicable Laws or Securities Laws, it will execute, deliver and file and otherwise assist Postmedia in filing such required reports and such other required documents with respect to the issue of the Securities, provided that Postmedia acknowledges and agrees that it has not engaged the Standby Purchaser to act as underwriter (as defined under applicable Securities Laws) and the Standby Purchaser will not be required to sign a certificate in the Prospectus in that capacity or any other capacity. (i) On the Closing Date the Standby Purchaser will have (regardless of the number of Rights that are exercised by the holders of Rights prior to the Expiry Time) the financial ability and sufficient funds to make and complete the payment for the Standby Subscription Receipts and the availability of such funds is not and will not constitute be subject to the consent, approval or result authorization of any other Person(s), and the Standby Purchaser acknowledges that it will, in a defaultconjunction with Postmedia, breach or violation be required in accordance with Section 6.1 of National Instrument 45-101 — Rights Offerings, to deliver evidence of its financial ability to pay for all of the terms Standby Subscription Receipts to the Securities Commissions at or provisions prior to the time of its certificate, articles or charter filing of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its propertythe Prospectus with the Securities Commissions. (bj) The Trust further represents It has acknowledged and warrants to Principal Life that: agreed that (i) the Standby Purchaser Rights Offering Subscription Receipts and the Standby Subscription Receipts that it is a person other than a natural person purchases, and is purchasing this Agreement for the purpose Variable Voting Shares underlying the Standby Purchaser Rights Offering Subscription Receipts and the Standby Subscription Receipts, are being offered and sold to it pursuant to an exemption from the registration requirements of providing collateral security for the U.S. Securities Act and are restricted securities registered with within the meaning of Rule 144; (ii) the Standby Purchaser Rights Offering Subscription Receipts and the Standby Subscription Receipts, and the Variable Voting Shares underlying the Standby Purchaser Rights Offering Subscription Receipts and the Standby Subscription Receipts, may only be sold outside of the United States in accordance with Regulation S, or within the United States pursuant to Rule 144, if available, or, upon receipt of a legal opinion addressed to Postmedia of independent counsel reasonably satisfactory to Postmedia, pursuant to a transaction otherwise exempt from registration under the U.S. Securities Act; and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by the terms of this Agreement; and (iii) it the Standby Purchaser Rights Offering Subscription Receipts and the Standby Subscription Receipts, and the Variable Voting Shares underlying the Standby Purchaser Rights Offering Subscription Receipts and the Standby Subscription Receipts, shall bear a U.S. Securities Act legend setting forth the resale restrictions described in clause (aii). (k) The Standby Purchaser is solely responsible for determining whether this Agreement is suitable for an “accredited investor” within the purpose intended; meaning of Rule 501 under the U.S. Securities Act (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereofan “accredited investor”).

Representations. (a) The parties to this Agreement hereby make the following representations and warranties, which shall continue during the term of any Loan hereunder: 10.1 Each party hereto represents and warrants to the other that as of the date hereof: (ia) it has the power to execute and deliver this Agreement, to enter into this Agreement the Loans contemplated hereby and to consummate the transactions contemplated hereby; perform its obligations hereunder, (iib) this Agreement it has been duly authorizedtaken all necessary action to authorize such execution, executed delivery and deliveredperformance, and (c) this Agreement constitutes a legal, valid and binding obligation of each party hereto, and this Agreement is enforceable against it in accordance with its terms. 10.2 Each party hereto represents and warrants that it has not relied on the terms hereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity other for any tax or at law; and (iii) the execution and delivery of accounting advice concerning this Agreement and that it has made its own determination as to the performance tax and accounting treatment of obligations hereunder do not any Loan and any dividends, remuneration or other funds received hereunder. 10.3 Each party hereto represents and warrants that it is acting for its own account unless it expressly specifies otherwise in writing and complies with Section11.1(b). 10.4 Borrower represents and warrants that it has, or will not constitute or result in have at the time of transfer of any Collateral, the right to grant a default, breach or violation of first priority security interest therein subject to the terms and conditions hereof. (a) Borrower represents and warrants that it (or provisions the person to whom it relends the Loaned Securities) is borrowing or will borrow Loaned Securities that are Equity Securities for the purpose of its certificatemaking delivery of such Loaned Securities in the case of short sales, articles failure to receive securities required to be delivered, or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable as otherwise permitted pursuant to it or any of its propertyRegulation T as in effect from time totime. (b) The Trust further represents Borrower and warrants Lender may agree, as provided in Section 24.2, that Borrower shall not be deemed to Principal Life that: have made the representation or warranty in subsection (a) with respect to any Loan. By entering into any such agreement, Lender shall be deemed to have represented and warranted to Borrower (which representation and warranty shall be deemed to be repeated on each day during the term of the Loan) that Lender is either (i) it is a person other than a natural person and is purchasing this Agreement for an “exempted borrower” within the purpose meaning of providing collateral security for securities registered with the United States Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereof.Regulation T or

Representations. (a) Each party hereto Pledgor represents and warrants to Agent and the other that Banks as of the date hereoffollows: (ia) it has the power to enter into The execution, delivery and performance of this Agreement Amendment and to consummate the transactions contemplated hereby; hereby (i) are within the authority of Pledgor, (ii) this Agreement has have been duly authorizedauthorized by all necessary proceedings on the part of Pledgor, executed and delivered, this Agreement constitutes a legal, valid and binding obligation of each party hereto, and this Agreement is enforceable in accordance with the terms hereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; and (iii) the execution and delivery of this Agreement and the performance of obligations hereunder do not and will not constitute conflict with or result in a default, any breach or violation contravention of any provision of law, statute, rule or regulation to which Pledgor or Parent is subject or any judgment, order, writ, injunction, license or permit applicable to Pledgor or Parent, (iv) do not and will not conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of the terms or provisions of its certificate, articles or charter of incorporation, bylaws, operating agreement, partnership agreement, declaration of trusttrust or other charter documents of, by-laws or any agreementagreement or other instrument binding upon, instrumentPledgor, mortgageParent, judgment, injunction or order applicable to it or any of its propertytheir respective properties, (v) do not and will not result in or require the imposition of any lien or other encumbrance on any of the properties, assets or rights of Pledgor or Parent other than the liens and encumbrances in favor of Agent contemplated by this Amendment and the other Loan Documents, and (vi) do not require the approval or consent of any Person other than those already obtained and delivered to Agent. (b) The Trust further represents execution and warrants to Principal Life that: (i) it is a person other than a natural person delivery of this Amendment create valid and is purchasing this Agreement for the purpose legally binding obligations of providing collateral security for securities registered Pledgor enforceable in accordance with the United States Securities respective terms and Exchange Commission;provisions hereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and general principles of equity. (ii) it has been informed and understands that transfer is restricted by the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing The execution, delivery and performance of this Agreement; Amendment and the transactions contemplated hereby do not require the approval or consent of, or filing with, any governmental agency or authority other than those already obtained. (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All The representations and warranties made by Pledgor under the Agreement Holder Pledge Agreement, as amended and Principal Life in modified by this Agreement shall be considered to have been relied upon Amendment, or otherwise made by the other or on behalf of Pledgor in connection with therewith were true and correct in all material respects when made and are true and correct in all material respects as of the execution date hereof.

Representations. (a) Each party hereto 11.1 The Borrower represents and warrants to the other Bank that as of the date hereofof this Agreement: (ia) It is a company, duly incorporated and validly existing under the law of its jurisdiction of incorporation; (b) it has full power and authority (corporate and other) to own its properties and other assets, to carry on its business as it is being conducted and to execute and deliver, and to perform all of its obligations under this Agreement; (c) it has the power to enter into this Agreement into, perform and deliver and has taken all necessary corporate action to consummate authorise the transactions contemplated hereby; (ii) this Agreement has been duly authorizedexecution, executed delivery and delivered, this Agreement constitutes a legal, valid and binding obligation of each party hereto, and this Agreement is enforceable in accordance with the terms hereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; and (iii) the execution and delivery performance of this Agreement and the transactions contemplated by it; (d) the obligations expressed to be assumed by it in this Agreement are valid and legally binding obligations; (e) the entry into, execution, delivery and performance of obligations hereunder by it of, and the transactions contemplated by, this Agreement do not violate and will not constitute or result conflict with in a default, breach or violation of the terms or any respect any provisions of its certificate, articles (a) any law or charter of incorporation, declaration of trust, by-laws regulation or any agreementorder or decree of any authority, instrument, agency or court binding on it or (b) any mortgage, judgmentcontract, injunction agreement or order applicable other undertaking or instrument to which it is a party or which is binding on it or any of its property.assets or (c) its constitutional documents; (f) no Event of Default or Potential Event of Default, (a) has occurred which is continuing or (b) The Trust further represents might reasonably be expected to result from the delivery of an Utilisation Request; (g) all authorisations required in connection with the performance and warrants validity of this Agreement have been obtained and are in full force and effect; (h) the utilisation of the Facility will not cause any borrowing, guarantee or other financial limits binding on it to Principal Life that:be exceeded; (i) it is a person other than a natural person and is purchasing its payment obligations under this Agreement for the purpose of providing collateral security for securities registered rank at least pari passu with the United States Securities claims of all its other unsecured and Exchange Commissionunsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally; (j) no litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a material adverse effect have on the performance of its obligations under this Agreement and the transactions contemplated thereby have (to the best of its knowledge and belief) been started or threatened against it. (k) that it shall make all payments to be made by it without any tax deduction, unless a tax deduction is required by law and promptly upon becoming aware that it must make a tax deduction (i) notify the Bank, and (ii) increase the amount due from it has to an amount which (after making any tax deduction) leaves an amount equal to the payment which would have been informed and understands due if no tax deduction had been required; (l) under the law of its jurisdiction of incorporation it is not necessary that transfer is restricted this Agreement be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to this Agreement or the transactions contemplated by the terms this Agreement other than stamp duty in relation to issuance of this Agreementnew mortgage certificates (if any) as may be provided for any related security agreements ; and (iiim) it (a) is solely responsible for determining whether this Agreement is suitable for no encumbrance exists over all or any of the purpose intended; (b) has carefully read this Agreement (including present or future revenues or assets of the Annex) before signing this Agreement; (c) has had a reasonable opportunity Borrower except as permitted by Clause 12.2. 11.2 The representations made in Clause 11.1 shall be deemed to make such inquiries as it deemed necessary prior to signing this Agreement; be made and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made repeated by the Agreement Holder Borrower on each Utilisation Date and Principal Life in this Agreement shall be considered on the first date of each Interest Period and each Loan Period, as the case may be, by reference to have been relied upon by the other in connection with the execution hereoffacts and circumstances then subsisting.

Representations. Wells Fargo Bank, N.A., acting on behalf of Party B represents that: (a) Each party hereto represents xx is duly organized and warrants validly existing as a national banking association under the laws of the jurisdiction of its organization/formation; (b) it is duly authorized to enter into this Transaction (including the other that Form Master Agreement) and to perform its obligations hereunder (and thereunder); (c) the Transaction and the performance of its obligations hereunder (and under the Form Master Agreement) do not violate any material obligation of such Party; (d) as of the date hereof: , all conditions precedent to the issuance of the Certificates have been satisfied or waived; (ie) it has each of the power to enter into this Pooling and Servicing Agreement and the other transaction documents related thereto (the "Transaction Documents") to consummate the transactions contemplated hereby; (ii) this Agreement which it is a party has been duly authorized, executed and delivereddelivered by it; (f) assuming the due authorization, this execution and delivery thereof by the other parties thereto, each of the Pooling and Servicing Agreement and the other Transaction Documents to which Party B is a party constitutes a the legal, valid and binding obligation obligations of each party heretoParty B, and this Agreement is enforceable against Party B in accordance with the terms hereofthereof, subject to applicable bankruptcy, insolvency and similar laws or legal principles affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law' rights generally; and (iiig) the Pooling and Servicing Agreement and the other Transaction Documents to which Party B is a party are in full force and effect on the date hereof and there have been no amendments or waivers or modifications of any of the terms thereof since the original execution and delivery of this the Pooling and Servicing Agreement and the performance other Transaction Documents to which Party B is a party, except such as may have been delivered to Party A and to Party B; (h) to the best of obligations hereunder do not and will not its knowledge, no event of default (or event which would, with the passage of time or the giving of notice, or both, constitute or result in a an event of default, breach or violation ) has occurred under any of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable Transaction Documents to it or any of its property. (b) The Trust further represents which Party B is a party; and warrants to Principal Life that: (i) the person executing this Confirmation is duly authorized to execute and deliver it is a person other than a natural person and is purchasing this Agreement for the purpose on behalf of providing collateral security for securities registered with the United States Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereof.Party B.

Representations. (a) Each party hereto Creditor represents and warrants to Lender as follows: (a) the other that as of the date hereof: (i) it has the power to enter into this Agreement and to consummate the transactions contemplated hereby; (ii) this Agreement has been duly authorizedexecution, executed and delivered, this Agreement constitutes a legal, valid and binding obligation of each party heretodelivery, and this Agreement is enforceable in accordance with the terms hereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; and (iii) the execution and delivery performance by such Creditor of this Agreement and the performance consummation of obligations hereunder the transactions contemplated hereby do not and will not constitute or result in a default, breach or violation of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws contravene any law or any agreement, instrument, mortgage, judgment, injunction contractual restriction binding on or order applicable to it or any of its property. (b) The Trust further represents and warrants to Principal Life that: (i) it is a person other than a natural person and is purchasing this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intendedaffecting such Creditor; (b) has carefully read this Agreement (including no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the Annex) before signing due execution, delivery and performance by such Creditor of this Agreement; (c) such Creditor has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing duly executed and delivered this Agreement; and (d) has received or had access to this Agreement is the legal, valid, and binding obligation of such additional information as it deemed necessary Creditor, enforceable against such Creditor in connection accordance with its decision terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights or insolvent corporations, generally; (e) there is no pending or, to sign the best of its knowledge, threatened action or proceeding affecting such Creditor, or any basis therefor, which questions the validity, binding effect or enforceability hereof, any action taken or to be taken pursuant hereto, or any of the transactions contemplated hereby; (f) the Subordinated Debt is not secured by any collateral or assets of any kind and will not be so secured until all of the Senior Debt has been indefeasibly paid in full, in cash (after the passage of any relevant preference period) and all obligations of the Lender to make loans or extend other financial accommodations to the Borrower have terminated; and (g) such Creditor has not previously executed a subordination agreement with respect to any of the Subordinated Debt and will not do so without prior written notice to Lender and without making such subordination agreement expressly subject to this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereof.

Representations. (a) Each party hereto of the Parent and the Borrowers hereby represents and warrants to the other that Administrative Agent and Noteholders as of the execution date hereof: of this Amendment as follows: (iA) it has is duly incorporated, validly existing and in good standing under the power to enter into laws of its jurisdiction of incorporation; (B) the execution, delivery and performance by it of this Agreement Amendment and to consummate the transactions contemplated hereby; (ii) this Agreement has all other Note Purchase Documents executed and delivered in connection herewith are within its powers, have been duly authorized, and do not contravene (i) its articles of incorporation, bylaws or other organizational documents, or (ii) any applicable law; (C) no consent, license, permit, approval or authorization of, or registration, filing or declaration with any Governmental Entity or other Person, is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment or any other Note Purchase Documents executed and delivered, delivered in connection herewith by or against it; (D) this Agreement constitutes a Amendment and all other Note Purchase Documents executed and delivered in connection herewith have been duly executed and delivered by it; (E) this Amendment and all other Note Purchase Documents executed and delivered in connection herewith constitute its legal, valid and binding obligation of each party hereto, and this Agreement is enforceable against it in accordance with the terms hereoftheir terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency and insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights, and subject as to enforceability to rights generally or by general principles of equity; (F) after giving effect to this Amendment, regardless it is not in default under the Agreement or any other Note Purchase Documents and no Event of whether enforcement Default exists, has occurred and is sought in a proceeding in equity continuing or at lawwould result by the execution, delivery or performance of this Amendment; and and (iiiG) the execution representations and delivery of this warranties contained in the Agreement and the performance of obligations hereunder do not other Note Purchase Documents are true and will not constitute or result correct in a default, breach or violation all material respects as of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its property. (b) The Trust further represents and warrants to Principal Life that: (i) it is a person other than a natural person and is purchasing this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by the terms execution date of this Agreement; and (iii) it (a) is solely responsible Amendment as if then made, except for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made limited by the Agreement Holder and Principal Life in this Agreement shall be considered their terms to have been relied upon by the other in connection with the execution hereofa specific date.

Representations. (a) Each party hereto The Company hereby represents and warrants to the other that Agent and Purchasers as of the date hereof: of this Waiver as follows: (iA) it has is duly incorporated, validly existing and in good standing under the power to enter into laws of its jurisdiction of incorporation; (B) the execution, delivery and performance by it of this Agreement Waiver and to consummate the transactions contemplated hereby; (ii) this Agreement has all other Transaction Documents executed and delivered in connection herewith are within its powers, have been duly authorized, and do not contravene (i) its articles of incorporation, bylaws or other organizational documents, or (ii) any applicable law; (C) no consent, license, permit, approval or authorization of, or registration, filing or declaration with any Governmental Authority or other Person, is required in connection with the execution, delivery, performance, validity or enforceability of this Waiver or any other Transaction Documents executed and delivered, delivered in connection herewith by or against it; (D) this Agreement constitutes a Waiver and all other Transaction Documents executed and delivered in connection herewith have been duly executed and delivered by it; (E) this Waiver and all other Transaction Documents executed and delivered in connection herewith constitute its legal, valid and binding obligation of each party hereto, and this Agreement is enforceable against it in accordance with the terms hereoftheir terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency and insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights, and subject as to enforceability to rights generally or by general principles of equity; (F) after giving effect to this Waiver, regardless it is not in default under the Agreement or any other Transaction Documents and no Event of whether enforcement Default exists, has occurred and is sought in a proceeding in equity continuing or at lawwould result by the execution, delivery or performance of this Waiver; and and (iiiG) the execution representations and delivery of this warranties contained in the Agreement and the performance of obligations hereunder do not other Transaction Documents are true and will not constitute or result correct in a default, breach or violation all material respects as of the terms or provisions of its certificatedate hereof as if then made, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its property. (b) The Trust further represents and warrants to Principal Life that: (i) it is a person other than a natural person and is purchasing this Agreement except for the purpose of providing collateral security for securities registered with the United States Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made limited by the Agreement Holder and Principal Life in this Agreement shall be considered their terms to have been relied upon by the other in connection with the execution hereofa specific date.

Representations. (a) Each party hereto NorthStar hereby represents and warrants to the other that as of the date hereofDistributor that: (i) it has It is a limited liability company duly organized and existing and in good standing under the power to enter into this Agreement and to consummate laws of the transactions contemplated herebyState of Delaware; (ii) this Agreement has been duly authorized, executed It and delivered, this Agreement constitutes a legal, valid all requisite personnel have or shall obtain and binding obligation each shall use their best efforts to maintain all approvals and licenses necessary for the performance of each party hereto, the Services including proper registration and this Agreement is enforceable in accordance licensing with the terms hereofSEC and or FINRA, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; andapplicable; (iii) It is and will use its best efforts to remain duly licensed or registered with the SEC, applicable state securities regulators and FINRA, as applicable; (iv) It is empowered under applicable laws and by its limited liability company agreement to enter into and perform this Agreement; (v) No consent, approval, authorization or other order of governmental authority is required in connection with the execution or delivery by NorthStar of this Agreement; (vi) There are no actions, suits or proceedings pending, or to the knowledge of NorthStar, threatened against NorthStar at law or in equity or before or by any federal or state commission, regulatory body or administrative agency or other governmental body, domestic or foreign, which would be reasonably expected to have a material adverse effect on the business or property of NorthStar; (vii) The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement and the performance of obligations hereunder do not and by NorthStar will not conflict with or constitute or result in a defaultdefault under any charter, breach or violation of the terms or provisions of its certificatebylaw, articles or charter of incorporationindenture, declaration mortgage, deed of trust, by-laws or any agreementlease, instrumentrule, mortgageregulation, judgmentwrit, injunction or order decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over a Fund, except for such conflicts or defaults that would not reasonably be expected to have a material adverse effect on the business or property of NorthStar; (viii) It will make no representations concerning a Fund other than those contained in the applicable Prospectus or in any promotional materials or sales literature furnished to NorthStar by the Distributor or prepared by NorthStar and approved for use by the Distributor, except as otherwise noted in this Agreement; (ix) While it is authorized by the Distributor to solicit purchases of Fund shares, it is understood that it will not open or maintain customer accounts or handle orders for a Fund; (x) All requisite corporate actions have been taken to authorize it to enter into and perform this Agreement; (xi) It and Authorized NorthStar Representatives are and will use best efforts to remain properly registered with and licensed by the SEC and are and will use best efforts to remain members in good standing of FINRA or any relevant subsidiary thereof, as applicable; (xii) The Authorized NorthStar Representatives will be registered representatives of its propertyNorthStar and subject to NorthStar’s supervisory oversight in accordance with all applicable laws, rules and regulations in connection with the services provided hereunder; and (xiii) NorthStar understands and agrees that this Agreement does not relieve NorthStar of any obligation to which NorthStar may be subject under any applicable federal or state law. (b) The Trust further Distributor represents and warrants to Principal Life NorthStar that: (i) it It is a person other than a natural person corporation duly organized and is purchasing this Agreement for existing and in good standing under the purpose laws of providing collateral security for securities registered with the United States Securities and Exchange CommissionState of Colorado; (ii) It is a member of FINRA and it has been informed and understands that transfer is restricted its employees and representatives have all required licenses and registrations required by the terms of SEC, FINRA or any other governing body to act under this Agreement; and; (iii) it (a) It is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement; ; (civ) has had a reasonable opportunity All requisite corporate proceedings have been taken to make such inquiries as authorize it deemed necessary prior to signing enter into and perform this Agreement; and ; (dv) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciaryNo consent, agent approval, authorization or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other order of governmental authority is required in connection with the execution hereofor delivery by the Distributor of this Agreement; (vi) There are no actions, suits or proceedings pending or to the knowledge of the Distributor, threatened against the Distributor at law or in equity or before or by any federal or state commission, regulatory body or administrative agency or other governmental body, domestic or foreign, which would be reasonably expected to have a material adverse effect on the business or property of the Distributor; (vii) The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement by the Distributor will not conflict with or constitute a default under any charter, bylaw, indenture, mortgage, deed of trust, lease, rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over a Fund, except for such conflicts or defaults that would not reasonably be expected to have a material adverse effect on the business or property of the Distributor; (viii) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards; (ix) Each Fund has filed a registration statement (a "Registration Statement") with the SEC relating to its shares under the Securities Act of 1933, as amended (the "1933 Act"), on Form N-2 which includes a Prospectus. The Registration Statement (including the Prospectus) conforms in all material respects to the requirements of the 1933 Act, the 1940 Act and the rules thereunder; and (x) To the extent required by applicable law, the Funds are registered and their shares are qualified for sale in the jurisdictions listed on Exhibit C unless NorthStar is notified in writing to the contrary. NorthStar may rely solely on such representation to the extent that NorthStar will only market a Fund in those jurisdictions where such Fund is registered. The Distributor otherwise assumes no responsibility or obligation as to NorthStar’s right to market a Fund in any jurisdiction.

Representations. (a) Each party hereto represents and warrants to the other that as of the date hereof: (i) it has the power to enter into this Agreement and to consummate the transactions contemplated hereby; (ii) this Agreement has been duly authorized, executed and delivered, this Agreement constitutes a legal, valid and binding obligation of each party hereto, and this Agreement is enforceable in accordance with the terms hereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; and (iii) the execution and delivery of this Agreement and the performance of obligations hereunder do not and will not constitute or result in a default, breach or violation of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its property. (b) The Trust further represents and warrants to Principal Life that: (i) it is duly authorised to execute and deliver this Agreement to enter into the Transactions contemplated hereunder and to perform its obligations hereunder and thereunder and has taken all necessary action to authorise such execution, delivery, and performance. (ii) it will engage in this Agreement and the Transactions contemplated hereunder as principal. (iii) the person signing this Agreement on its behalf is, and any person representing it in entering into a person Transaction will be, duly authorised to do so on its behalf. (iv) it has obtained all authorisations of any governmental or regulatory body required in connection with this agreement and the Transactions contemplated hereunder and such authorisations are in full force and effect. (v) the execution, delivery and performance of this agreement and the Transactions contemplated hereunder will not violate any law, ordinance, charter, by-law, or rule applicable to it or any Agreement by which it is bound or by which any of its assets are affected. (vi) it has satisfied itself and will continue to satisfy itself as to the tax implications of the Transactions contemplated hereunder. (vii) in connection with this Agreement and each Transaction - (i) unless there is a written Agreement with the other party to the contrary, it is not relying on any advice (whether written or oral) of the other party other than a natural person and is purchasing the representations expressly set out in this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange Commission;Agreement. (ii) it has been informed made and understands that transfer is restricted by will make its own decisions regarding the terms of this Agreement; andentering into any Transaction based upon its own judgment and upon advice from such professional advisers as it has deemed it necessary to consult. (iii) it understands the terms, conditions and risks of each Transaction and is willing to assume (afinancially and otherwise) is solely responsible for determining whether this Agreement is suitable for those risks. (viii) at the purpose intended; (b) has carefully read this Agreement (including time of transfer to the Annex) before signing this Agreement; (c) has had a reasonable opportunity other party of any Securities it will have the full and unqualified right to make such inquiries transfer and that upon such transfer of Securities the other party will receive all right, title, and interest in and to those Securities free of any lien (other than a lien granted to the operator of the clearance system through which the Securities are transferred), claim, charge, or encumbrance. On the date on which any Transaction is entered into pursuant hereto, and on each day on which Securities are to be transferred under any Transaction, Buyer and Seller shall each be deemed to repeat all the foregoing representations. For the avoidance of doubt and notwithstanding any arrangements which Seller or Buyer may have with any third party, each party will be liable as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing a principal for its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in under this Agreement shall be considered to have been relied upon by the other in connection with the execution hereofand each Transaction.

Representations. (a) Each party hereto The Borrower hereby represents and warrants to the other that as Facility Agent and each of the date hereof:Lenders, that:- (i) it each of the Borrower and the Sister Company is duly formed and is validly existing under the laws of the British Virgin Islands, has the full power to enter into this Agreement carry on its business as it is now being conducted and has complied with all statutory and other requirements relative to consummate the transactions contemplated herebysuch business; (ii) this Agreement the Borrower and each of the other Security Parties and the Project Parties has full power to execute, deliver and perform its obligations under each of the Financing Documents and the Project Documents to which it is or is to be a party and (in the case of the Borrower) to borrow hereunder and to repay and service such borrowings in the manner herein provided; all necessary corporate, shareholder and other action has been duly authorizedtaken by the Borrower and all other Security Parties and the Project Parties to approve and authorise the execution, executed delivery and deliveredperformance of each of the Financing Documents and the Project Documents to which it is or is to be a party; (iii) save for registration of the Charterparty with the Brazilian Central Bank all necessary governmental or other official consents, authorisations and licences for the Borrower and all other Security Parties and the Project Parties to execute, deliver and perform their obligations under each of the Financing Documents and the Project Documents to which it is or is to be a party have been obtained and, as of the date of this Agreement constitutes Agreement, no further such consents, authorisations or licences are necessary for the performance by the Borrower and the other Security Parties and the Project Parties of their respective obligations under each of the Financing Documents and the Project Documents to which it is or is to be a party; (iv) the Financing Documents and the Project Documents constitute, or will upon due execution as provided herein and therein constitute, the legal, valid and binding obligation obligations of each party hereto, the Borrower and this Agreement is the other Security Parties and the Project Parties as are or are to be parties thereto enforceable in accordance with the their respective terms hereof, subject to applicable bankruptcy, insolvency equitable principles and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; and' rights generally; (iiiv) the execution and delivery of this Agreement of, and the performance of obligations hereunder the provisions of, the Financing Documents by each of the Borrower and the other Security Parties and of the Project Documents by the other Project Parties do not not, and will not constitute during the Security Period, contravene (a) any applicable law or result in a default, breach regulation existing at the date hereof or violation (b) any contractual restriction binding on any of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it Borrower and the other Security Parties or any of its property.the Project Parties or (c) any of the constitutional documents of any of the Borrower or the other Security Parties or any of the Project Parties; (vi) no action, suit or proceeding is pending or threatened against any of the Borrower and/or the other Security Parties before any court, board of arbitration or administrative agency which could or might result in any material adverse change in the business or condition (financial or otherwise) of any of the Borrower and/or the other Security Parties; (vii) none of the Borrower or the other Security Parties is in default under any agreement by which it is bound, nor is it in default in respect of any financial commitment or obligation (including obligations under guarantees) which could or might result in any material adverse change in the business or condition (financial or otherwise) of any of the Borrower and/or the other Security Parties; (viii) the financial and other information relative to the Borrower and the other Security Parties and the Project Parties and the Project Documents furnished to the Agents and/or any of the Lenders in connection with the negotiation of this Agreement is, to the best knowledge and belief of the Borrower, true, accurate and complete and neither contains any mis-statement of fact nor omits any material fact or any fact necessary to make any such information not misleading. There has been no material adverse change in the position of such person(s) from that set forth in the relevant aforesaid information; (ix) details of the holders of shares in the Shareholders, the Borrower, the Guarantors and the Sister Company and their respective shareholdings are as set out in Schedule 5 and will so remain throughout the Security Period; (x) the Borrower has no Subsidiaries as at the date hereof; (xi) no Event of Default, nor any Potential Event of Default has occurred and is continuing; (xii) the Rig will upon the Drawdown Date of the Yard Delivery Advance be:- (a) in the absolute and (save for the Rig Mortgage thereon and the other Security Documents) unencumbered ownership of the Borrower; (b) The Trust further represents registered in the name of the Borrower under the flag of the Commonwealth of the Bahamas and warrants to Principal Life that: (i) it is a person other than a natural person and is purchasing this Agreement for at the purpose Port of providing collateral security for securities registered with the United States Securities and Exchange CommissionNassau; (iic) it has been informed and understands that transfer is restricted by properly classed with Lloyds Register of Shipping with the terms of this Agreementfollowing notation: "Unrestricted Service O.U. + 100A1, + LMC, UMS, DP(AA), PC, DRILL, OIWS with the descriptive notation semi-submersible, self-propelled drilling vessel"; and (iiid) it (a) is solely responsible for determining whether this Agreement is suitable for insured in accordance with the purpose intended; (b) has carefully read this Agreement (including relevant provisions of the Annex) before signing Deed of Covenants and this Agreement; ; (cxiii) has had a reasonable opportunity all applicable Environmental Laws and Environmental Approvals relating to make the Rig and its operation and management and the business of the Borrower (as now conducted and as reasonably anticipated to be conducted in the future) have been complied with except to the extent that such inquiries as it deemed necessary prior failure to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is so comply would not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall reasonably be considered expected to have a material adverse effect; (xiv) no Environmental Claim has been relied upon by made or threatened against the other Borrower or otherwise in connection with the Rig which would be expected to have a material adverse effect; (xv) no Environmental Incident has occurred which would be expected to have a material adverse effect; (xvi) the choice by the Security Parties and the Project Parties of a particular governing law to govern this Agreement and any other Financing Document and the Project Document containing such provisions and the submission by such parties to the jurisdiction of the courts of a particular country in this Agreement and any other Financing Document and the Project Documents containing such provisions are valid and binding; (xvii) the execution hereofand performance by Security Parties and the Project Parties of this Agreement the other Financing Documents and the Project Documents are private commercial acts and neither the Borrower nor any other Security Party or any Project Party is entitled to claim any immunity in relation to itself or its assets under any law or in any jurisdiction in connection with any legal proceedings, set-off or counterclaim relating to this Agreement or any other Financing Document or any Project Document, or in connection with the enforcement of any judgment, award, ruling or order arising from such proceedings; (xviii) no Taxes are imposed by withholding or otherwise on any payment to be made by the Borrower or the other Security Parties under this Agreement or any of the other Financing Documents or are imposed on or by virtue of the execution or delivery by the Borrower or the other Security Parties of this Agreement or any of the other Financing Documents or any document or instrument to be executed or delivered under this Agreement or any of the other Financing Documents; (xix) it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement or any other Financing Documents that it or any other instrument be filed, recorded, registered or enrolled in any court, public office or elsewhere in Brazil or that any stamp, registration or similar tax be paid in Brazil on or in relation to this Agreement or any other Financing Documents, which are in proper form for their respective enforcement in the courts of Brazil and the other jurisdictions to which the same are expressed to be subject other than the recording of the relevant Financing Documents and the payment of recording fees; (xx) save as disclosed in writing to the Facility Agent by a letter dated of even date with this Agreement, the Borrower is not party to any agreements, arrangements or contracts (written or oral) other than the Project Agreements, the Security Documents and the Inter Company Loan Agreement; (xxi) the legal opinions furnished pursuant to Clause 3.1(xii) to (xx) are true and correct in all respects; (xxii) save for different charter rates set out in a letter delivered by the Borrower to the Facility Agent and having even date with this Agreement, the Charterparty and the Services Rendering Contracts are in identical terms to the charterparties and services rendering contracts executed between Maritima and Petrobras in respect of the Related Rigs; and (xxiii) Maritima is the same legal entity as the company previously called Maritima Navegacao Engenharia Ltda.

Representations. 7.1 The HR hereby represents to DT as follows: (a) Each party hereto represents The HR is the sole and warrants to the other that as undisputed owner and possessor of the date hereofSale Shares and it has the legal right and power to sell and transfer the Sale Shares, and upon transfer of the Sale Shares to DT pursuant to this Agreement title thereto will pass, free and clear of all Encumbrances. (b) The Sale Shares: (i) it has the power to enter into this Agreement exist and to consummate the transactions contemplated hereby;are fully paid-in; and (ii) this Agreement has been duly authorized, executed and delivered, this Agreement constitutes a legal, valid and binding obligation represent not less than 3.03% of each party hereto, and this Agreement is enforceable the voting rights in accordance with the terms hereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at lawCompany; and (iii) are in dematerialised form, listed and traded on the “Big Capitalization Category” of the “Securities Market” of ATHEX. (c) The Relevant Rights deriving from the Sale Shares are free and clear of any Encumbrance. (d) The execution and delivery of this Agreement by the HR and performance of its obligations hereunder and all documents and instruments signed or to be signed pursuant hereto, and the performance of obligations hereunder do not and will not constitute or result in a default, breach or violation consummation of the terms or provisions Transactions, have been duly approved by the HR. 7.2 DT hereby represents to the HR that it: (a) it is duly incorporated, validly existing and operating and in good standing under the laws of the jurisdiction of its certificateincorporation and has the requisite capacity, articles power and authority to enter into and to perform its obligations under this Agreement, the Transaction and any other document or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its property.instrument related hereto; (b) The Trust has obtained all Consents necessary or required to enable DT to sign and perform its obligations under this Agreement, the Transactions and any other document or instrument related hereto and such Consents remain in full force and effect, and no further represents and warrants steps on the part of DT are necessary or required to Principal Life that: (i) it is a person other than a natural person and is purchasing approve this Agreement for or any other document or instrument relevant thereto and the purpose consummation of providing collateral security for securities registered with the United States Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by the terms of this AgreementTransactions; and (iiic) it (a) is solely responsible for determining whether The execution of this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; by DT and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing performance of its obligations hereunder Principal Life is not acting as a fiduciaryand all documents and instruments signed or to be signed pursuant hereto, agent or other representative for and the Agreement Holder or anyone else. All representations and warranties made by consummation of the Agreement Holder and Principal Life in this Agreement shall be considered to Transactions, have been relied upon duly approved by the other in connection with the execution hereofDT.

Representations. (a) Each party hereto To induce the Lenders, Collateral Agent and Administrative Agent to enter into this Amendment, each Credit Party hereby represents and warrants to the Lenders, Collateral Agent and Administrative Agent that: 1. Each of Holdings and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (b) has all requisite power and authority to enter into this Amendment and to carry out the transactions contemplated hereby, and (c) is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had, and could not be reasonably expected to have, a Material Adverse Effect. 2. The execution, delivery and performance of this Amendment have been duly authorized by all necessary action on the part of each Credit Party that is a party thereto. 3. The execution, delivery and performance by Credit Parties of this Amendment and the consummation of the transactions contemplated hereby do not and will not (a) violate any provision of any law or any governmental rule or regulation applicable to Holdings or any of its Subsidiaries, any of the Organizational Documents of Holdings or any of its Subsidiaries, or any order, judgment or decree of any court or other that agency of government binding on Holdings or any of its Subsidiaries; (b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Holdings or any of its Subsidiaries; (c) result in or require the creation or imposition of any Lien upon any of the properties or assets of Holdings or any of its Subsidiaries (other than any Liens created under any of the Credit Documents in favor of Collateral Agent, on behalf of Secured Parties); or (d) require any approval of stockholders, members or partners or any approval or consent of any Person under any Contractual Obligation of Holdings or any of its Subsidiaries, except for such approvals or consents which will be obtained on or before the date hereof and disclosed in writing to Lenders. 4. The execution, delivery and performance by Credit Parties of this Amendment and the consummation of the transactions contemplated hereby do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority. 5. This Amendment has been duly executed and delivered by each Credit Party and is the legally valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability. 6. After giving effect to this Amendment, the representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof: (i) it has , except to the power to enter into this Agreement and to consummate the transactions contemplated hereby; (ii) this Agreement has been duly authorized, executed and delivered, this Agreement constitutes a legal, valid and binding obligation of each party hereto, and this Agreement is enforceable in accordance with the terms hereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; and (iii) the execution and delivery of this Agreement and the performance of obligations hereunder do not and will not constitute or result in a default, breach or violation of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its property. (b) The Trust further represents and warrants to Principal Life that: (i) it is a person other than a natural person and is purchasing this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make extent such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date, and, no Default or Event of Default has occurred and is continuing as of the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution date hereof.

Representations. (a) Each party hereto The Beneficiary Member State represents and warrants to the other that as of EFSF on the date hereof: (i) it has the power to enter into this Agreement and to consummate the transactions contemplated hereby; (ii) this Agreement has been duly authorized, executed and delivered, this Agreement constitutes a legal, valid and binding obligation of each party hereto, and this Agreement is enforceable in accordance with the terms hereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; and (iii) the execution and delivery of this Agreement and on each Disbursement Date that: (a) any Financial Assistance shall constitute an unsecured, direct, unconditional, unsubordinated and general obligation of the Beneficiary Member State and will rank at least pari passu with all other present and future unsecured and unsubordinated loans and obligations of the Beneficiary Member State arising from its present or future indebtedness; (b) the execution, delivery and performance of obligations hereunder the Agreement and the MoU (and the transactions contemplated therein including the Voluntary Liability Management Transaction) do not and will not constitute not: (i) violate any applicable law, regulation or result in a default, breach or violation ruling of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws any competent authority or any agreement, instrument, mortgage, judgment, injunction agreement or order applicable to treaty binding on it or any of its property. agencies; (bii) The Trust further represents and warrants to Principal Life that: constitute a default or termination event (howsoever described) under any of the matters listed in sub-paragraph (i); and (iii) it is a person result in the creation of security or give rise to an obligation to grant security or transfer assets (by way of collateral or economically similar arrangements) in favour of any other than a natural person and is purchasing this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange Commissionperson; (iic) it has been informed and understands that transfer is restricted by the terms no litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency which may prejudice its execution or performance of this AgreementAgreement or the MoU (or the transactions contemplated therein including the Voluntary Liability Management Transaction) or which, if adversely determined, are reasonably likely to have a material adverse effect on its ability to perform its obligations under this Agreement or the transactions contemplated herein or in the MoU have (to the best of its knowledge and belief (having made due and careful enquiry)) been started or threatened against it; (d) the legal opinion and the certificate of compliance of the Legal Advisor to the State at the Ministry of Finance of the Beneficiary Member State provided in accordance with Clause 3(3)(a) are accurate and correct; and (iiie) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including law of Greece does not require EFSF to be authorised as a credit institution or to obtain any licence, consent, or regulatory or administrative authorisation as a condition to providing such Financial Assistance or to be able to enforce the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access Beneficiary Member State's obligations in relation to such additional information as it deemed necessary in connection with its decision Financial Assistance against the Beneficiary Member State, or if applicable, that an exemption to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative such requirement exists for EFSF under the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereoflaw of Greece.

Representations. (a) Each party hereto Seller represents and warrants to the other that Purchaser, as of the date hereofEffective Date and at the Closing Date, the following: (i) it has Seller is a nonprofit corporation duly organized and in good standing under the power to enter into this Agreement and to consummate laws of the transactions contemplated hereby;State of Maine. (ii) The execution, delivery and performance of this Agreement by Seller are within Seller's powers and have been duly authorized by all necessary corporate action. Further, all requisite corporate action has been taken in connection with the Closing and the execution and delivery of the instruments referenced in this Agreement and for the consummation of the transaction contemplated hereby, and no further approval or consent is required for Seller to execute, deliver or perform this Agreement. The person whose signature appears below for Seller is duly authorized to execute and deliver this Agreement. (iii) To the best of Seller's knowledge: (A) there are no condemnation or eminent domain proceedings pending or contemplated against the Property or any part thereof; (B) Seller has received no notice, oral or written, of the desire of any public authority or other entity to take or use the Property or any part thereof. (iv) No notice has been served on or delivered to Seller with respect to the Property, or the use of the Property, from any entity, governmental body, or individual claiming any material violation of any federal, state and local fire, zoning, health, environmental, subdivision, building, labor, or any other federal, state or local codes, laws, rules and regulations or demanding payment or contribution for environmental damage, which has not been corrected. There are no pending or to Seller’s actual knowledge, threatened actions or governmental proceedings concerning condemnation, eminent domain, zoning change, rent control, required environmental remedial action or otherwise, to which Seller or the Property is subject that would materially adversely affect the Property. Seller has not received any notice of proposed curtailment of utility services to the Property. (v) Seller has not granted to any person or entity other than Purchaser, nor does any person or entity other than Purchaser and Seller have, any right, title, or interest in or to the Property or any portion thereof. Seller has not entered into any leases, service contracts or rental agreements with respect to any of the Property. (vi) Seller has not entered into any other contract or agreement with any party other than Purchaser with respect to the purchase and sale of the Property or any part thereof. There are no liabilities which encumber the Property and no agreements or commitments relating to the Property that will survive Closing or be binding upon Purchaser, other than the Permitted Exceptions. (vii) There is no action, suit or proceeding pending or, to Seller’s actual knowledge, threatened which could prohibit or materially adversely affect Seller’s ability to perform the transaction contemplated by this Agreement. (viii) This Agreement has been duly authorized, and properly executed and delivered, this Agreement constitutes a legal, valid and binding obligation on behalf of each party heretoSeller, and this Agreement is enforceable in accordance with the terms hereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; and (iii) neither the execution and delivery of this Agreement and nor the performance of obligations hereunder do not and the transactions contemplated hereby will not constitute or result in a default (or an event that, with notice or the passage of time or both, would constitute a default) under, a violation or breach of, a conflict with, a right of termination of, or violation an acceleration of the terms indebtedness under or provisions of its certificateperformance required by, articles or charter of incorporationany note, declaration of trustindenture, by-laws or any agreementlicense, instrumentlease, franchise, mortgage, judgmentdeed of trust or other instrument or agreement to which Seller is a party or by which Seller or Seller’s property, injunction including without limitation any of the Property, is bound. (ix) There are no taxes, charges or order applicable assessments of any nature or description arising out of the conduct of Seller’s business or the operation of the Property which would constitute a lien against the Property and no work has been performed or is in progress by Seller, and no materials have been furnished to it the Land or the Improvements thereon or any portion thereof, which might give rise to mechanic’s, materialman’s or other liens against the Land or the Improvements thereon or any portion thereof. (x) Seller has not received any notice of its propertyadverse claims of title with respect to the Property or any portion thereof. (b) The Trust further representations contained in Section 5.1(a) shall survive the Closing for a period of one (1) year from the Closing Date. (a) Purchaser represents and warrants to Principal Life thatSeller, as of the Effective Date and at the Closing Date, the following: (i) it Purchaser is a person other than a natural person municipal corporation duly organized and is purchasing this Agreement for in good standing under the purpose laws of providing collateral security for securities registered with the United States Securities and Exchange Commission;State of Maine. (ii) it The execution, delivery and performance of this Agreement by Purchaser are within Purchaser's powers and have been duly authorized by all necessary action. Further, all requisite municipal action has been informed and understands that transfer is restricted by the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other taken in connection with the Closing and the execution hereofand delivery of the instruments referenced in this Agreement and for the consummation of the transaction contemplated hereby, and no further approval or consent is required for Purchaser to execute, deliver or perform this Agreement. The person whose signature appears below for Purchaser is duly authorized to execute and deliver this Agreement. (b) The representations contained in Section 5.2(a) shall survive the Closing for a period of one (1) year from the Closing Date.

Representations. (a) Each party hereto The Obligor represents and warrants to the other that Credit Union as of the date hereoffollows: (a) set forth in Schedule “B” hereto are: (i) it has the power to enter into this Agreement its true, complete and to consummate the transactions contemplated herebyaccurate name and any prior names; (ii) this Agreement has been duly authorizedits true, executed complete and deliveredaccurate birthday; (iii) its true, this Agreement constitutes a legal, valid complete and binding obligation accurate address; (iv) the location of each party hereto, all of its freehold and this Agreement is enforceable in accordance with leasehold real property; (v) the terms hereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles locations of equity, regardless of whether enforcement is sought in a proceeding in equity or at lawits personal property; and (iiivi) the execution all of its accounts (including its deposit accounts and delivery of this Agreement its securities accounts) and the performance of obligations hereunder do not institution and will not constitute or result in a default, breach or violation of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its property.branch at which they are held; (b) The Trust further represents and warrants to Principal Life thatif a security interest is granted in Equity Collateral: (i) it set forth in Schedule “B” hereto is a person other than a natural person true and is purchasing this Agreement for complete list of all Equity Interests of each Issuer in which the purpose of providing collateral security for securities registered with the United States Securities and Exchange CommissionObligor has any interest; (ii) it has been informed all of the Obligor’s right, title and understands that transfer is restricted interest in, to and under the Equity Collateral, if any, may be freely assigned and transferred to the Credit Union, and the interests created in such Equity Collateral may be dealt with by the terms person or the filing of any document or the fulfilment of any legal requirement or the taking of any proceeding, other than any approval or consent that may be required from the board of directors or shareholders of an Issuer pursuant to its constating documents, which has already been obtained and will be maintained in full force and effect during the term of this Agreement; and; (iii) it there is no existing agreement, option, right or privilege capable of becoming an agreement or option pursuant to which the Obligor would be required to sell or otherwise dispose of any Equity Collateral; (aiv) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life Credit Union is not acting as agent of the Obligor in any way with respect to the Equity Collateral; (v) no part of the Equity Collateral now consisting of uncertificated securities has ever been evidenced or represented by certificated securities and those uncertificated securities are not evidenced or represented by any other document evidencing ownership of them; (vi) no person, other than the Credit Union, now has control (for purposes of the PPSA) of any part of the Equity Collateral; (vii) no holder of any Equity Interest forming part of the Equity Collateral has any liability, as such, for any debts, liabilities or obligations of the Issuer of the Equity Interest; (viii) every Equity Interest forming part of the Equity Collateral that is an interest in a fiduciary, agent partnership or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereoflimited liability company is a security.

Representations. (a) Each party hereto Borrower hereby represents and warrants to the other that Agent and Lenders as of the date hereoffollows: (ia) it has is duly incorporated or organized, validly existing and in good standing under the power to enter into this Agreement and to consummate the transactions contemplated herebylaws of its jurisdiction of organization; (iib) the execution, delivery and performance by it of this Agreement has Amendment and all other Loan Documents executed and/or delivered in connection herewith are within its powers, have been duly authorized, and do not contravene (i) its articles of organization, operating agreement, or other organizational documents, or (ii) any applicable law; (c) no consent, license, permit, approval or authorization of, or registration, filing or declaration with any Governmental Authority or other Person, is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment or any other Loan Documents executed and/or delivered in connection herewith by or against it; (d) this Amendment and all other Loan Documents executed and/or delivered in connection herewith has been duly executed and delivered, delivered by it; (e) this Agreement constitutes a Amendment and all other Loan Documents executed and/or delivered in connection herewith constitute its legal, valid and binding obligation of each party hereto, and this Agreement is enforceable against it in accordance with the terms hereofits terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency and insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights, and subject as to enforceability to ' rights generally or by general principles of equity; (f) except for the Waived Conditions, regardless Borrower has met the Category 3 Acquisition Conditions; (g) after giving effect to this Amendment and the consummation of whether enforcement the Subject Acquisition, it is sought not in a proceeding in equity default under the Loan Documents and no Default or at lawEvent of Default exists, has occurred and is continuing or would result by the execution, delivery or performance of this Amendment or the consummation of the Subject Acquisition; and (iiih) the execution and delivery of this Agreement and the performance of obligations hereunder do not and will not constitute or result in a default, breach or violation of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its property. (b) The Trust further represents and warrants to Principal Life that: (i) it is a person other than a natural person and is purchasing this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties contained in the Loan Documents are true and correct in all material respects as of the date hereof as if made on the date hereof, except for such representations and warranties limited by the Agreement Holder and Principal Life in this Agreement shall be considered their terms to have been relied upon by the other in connection with the execution hereofa specific date.

Representations. (a) Each party hereto Party represents and warrants to the other that other, as of the Effective Date (except that any representation or warranty which relates expressly to a later date hereof:shall be deemed made only as of such date), that, (ia) it is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, is in good standing, and has the power all company or corporate authority to enter into execute this Agreement and any other related documentation that it is required by this Agreement to consummate the transactions contemplated herebydeliver and to perform its obligations under this Agreement, and has taken all necessary action to authorize such execution, delivery and performance; (iib) this Agreement has been duly authorized, executed and delivered, this Agreement constitutes a valid and binding agreement, enforceable in accordance with its terms; (c) execution, delivery and performance of this Agreement do not violate or conflict with any Applicable Laws in any material respect, any provision of its constitutional documents, order or judgment of any court or Governmental Authority or, in any material respect, any of its assets or any contractual restriction binding on or affecting it or any of its assets; (d) its obligations under this Agreement constitute its legal, valid and binding obligation of each party heretoobligations, and this Agreement is enforceable in accordance with the their respective terms hereof, (subject to applicable bankruptcy, insolvency and reorganization, insolvency, moratorium or similar laws affecting creditors’ rightsrights generally and subject, and subject as to enforceability enforceability, to general equitable principles of equity, general application regardless of whether enforcement is sought in a proceeding in equity or at law; and); (iiie) the execution and delivery it is not relying upon any representations of any other Party other than those expressly set forth in this Agreement and the Agreement; (f) is not bound by any agreement that would preclude or hinder its execution, delivery, or performance of its material obligations hereunder do not and will not constitute or result in a default, breach or violation of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to under this Agreement; (g) neither it or nor any of its property.Affiliates has been contacted by or negotiated with any finder, broker or other intermediary in connection with the sale of Product, Feedstock or other products hereunder, as applicable, who is entitled to any compensation with respect thereto; (bh) The Trust further represents as of the Start Date, it shall have in place all Permits and warrants all other approvals required by all Governmental Authorities necessary for it to Principal Life that:perform its obligations under this Agreement, including, as applicable, any Permits required under the RFS2 Regulations and CARB LCFS Regulations; (i) it is a person other than a natural person and is purchasing this Agreement for an “Eligible Contract Participant” as defined in Section 1a(12) of the purpose of providing collateral security for securities registered with the United States Securities and Commodity Exchange Commission; (ii) it has been informed and understands that transfer is restricted by the terms of this AgreementAct, as amended; and (iiij) it (a) is solely responsible for determining whether a “forward contract merchant” in respect of this Agreement is suitable for the purpose intended; (b) has carefully read and this Agreement (including and each sale of Products and Feedstock hereunder, as applicable, constitutes a “forward contract,” as such term is used in Section 556 of the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereofBankruptcy Code.

Representations. (a) Each party hereto The Borrower represents and warrants to the other that as of the date hereof: (i) it has the power to enter into this Agreement and to consummate the transactions contemplated hereby; (ii) this Agreement has been duly authorized, executed and delivered, this Agreement constitutes a legal, valid and binding obligation of each party hereto, and this Agreement is enforceable in accordance with the terms hereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; and (iii) the execution and delivery of this Agreement and the performance of obligations hereunder do not and will not constitute or result in a default, breach or violation of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its property. (b) The Trust further represents and warrants to Principal Life that: (i) it is a person other than a natural person and is purchasing corporation duly organised under the laws of Jersey with power to enter into this Agreement for the purpose and to exercise its rights and perform its obligations hereunder and all corporate and other action required to authorise its execution of providing collateral security for securities registered with the United States Securities this Agreement and Exchange Commissionits performance of its obligations hereunder has been duly taken; (ii) under the laws of Jersey in force at the date hereof, it has been informed and understands that transfer is restricted by the terms of this Agreement; andwill not be required to make any deduction or withholding from any payment it may make hereunder; (iii) under the laws of Jersey in force at the date hereof, the claims of the Lender against the Borrower under this Agreement will rank at least pari passu with the claims of all its other unsecured creditors save those whose claims are preferred solely by any bankruptcy, desastre, insolvency, liquidation or other similar laws of general application; (iv) in any proceedings taken in its jurisdiction of incorporation in relation to this Agreement, it will not be entitled to claim for itself or any of its assets immunity from suit, execution, attachment or other legal process; (v) all acts, conditions and things required to be done, fulfilled and performed in order (a) is solely responsible for determining whether to enable it lawfully to enter into, exercise its rights under and perform and comply with the obligations expressed to be assumed by it in this Agreement is suitable for and the purpose intended; Debenture and (b) has carefully read to ensure that the obligations expressed to be assumed by it in this Agreement and the Debenture are legal, valid and binding; (including vi) it has not taken any corporate action nor have any other steps been taken or legal proceedings been started or (to the Annexbest its knowledge and belief) threatened against the Borrower for its winding-up, dissolution, administration or re-organisation or for the appointment of a liquidator, viscount, receiver, administrator, administrative receiver, trustee or similar officer of it or of any or all of its assets or revenues; (vii) it is not in breach of or in default under any agreement to which it is a party or which is binding on it or any of its assets to an extent or in a manner which might have a material adverse effect on the business or financial condition of the Group; (viii) no action or administrative proceeding of or before signing any court or agency which might have a material adverse effect on the business or financial condition of the Borrower has been started or threatened; (ix) all of the written information supplied by the Borrower to the Lender in connection herewith is true, complete and accurate in all material respects and it is not aware of any material facts or circumstances that have not been disclosed to the Lender and which might, if disclosed, adversely affect the decision of a person considering whether or not to provide finance to the Borrower; (x) save as permitted hereunder, no encumbrance exists over all or any of the present or future revenues or assets of the Borrower; (xi) the execution by the Borrower of this AgreementAgreement or the Debenture and the Borrower's exercise of its rights and performance of its obligations hereunder or thereunder will not result in the existence of nor oblige the Borrower to create any encumbrance over all or any of its present or future revenues or assets (other than as created by the Debenture); (xii) the execution by the Borrower of this Agreement and the Debenture and the Borrower's exercise of its rights and performance of its obligations hereunder or thereunder do not and will not: (a) conflict with any agreement, mortgage, hypothec, contract mortgage, security interest, bond or other instrument or treaty to which such party is a party or which is binding upon it or any of its assets; (b) conflict with the such party's constitutional documents and rules and regulations; or (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received conflict with any applicable law, regulation or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent official or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereofjudicial order.

Representations. (a) Each party hereto 9.1 The Recipient hereby represents and warrants to the other Project Authority Lead that as each of the date hereof:representations and warranties set out below are true and accurate: [Note: (a) to (g) should be included in all Funding Agreements between the Project Authority Lead and a Recipient. (h) to (j) should be included in Funding Agreements with private sector Recipients. (k) to (n) should be included in Funding Agreements with public sector Recipients. (ia) This agreement, the other Project Documents and any document required to be entered into by the Recipient hereunder or thereunder constitute, or when entered into will constitute, its legal, valid and binding obligations; (b) To the best of the Recipient’s knowledge, information and belief, no matter exists which the Recipient reasonably considers is likely to give rise to a civil, criminal, arbitration, administrative or other proceeding in any jurisdiction involving it which is likely to have a material adverse effect on its performance of its obligations arising under this Agreement and there is no outstanding judgment, order, decree, arbitral award or decision of a court, tribunal, arbitrator or governmental agency in any jurisdiction against it which is likely to have a material adverse effect on its ability to perform its obligations under this agreement; (c) Neither the execution, delivery nor performance by the Recipient of this agreement, the Project Documents nor any other document required to be entered into by the Recipient hereunder or thereunder nor the consummation of any of the transactions contemplated hereby and thereby, require the consent or approval or the giving of notice to, the registration with, or the taking of any other action in respect of any governmental authority or agency, except as have been obtained and are now in full force and effect; (d) The Recipient is not aware, after due enquiry, of anything which materially threatens the Successful Completion of the Project and which has not previously been notified in writing to the power Project Authority Lead; (e) The Recipient has agreed the Agreed Outputs set out at Schedule 6 to this Agreement. (f) The Recipient has disclosed to the Project Authority Lead all material facts or circumstances which need to be disclosed to enable the Project Authority Lead to obtain a true and correct view of the Recipient’s business and affairs or which ought to be provided to any person who is considering providing funding to the Recipient; (g) All information provided by or on behalf of the Recipient to the Project Authority Lead or the Project Authority Lead’s Advisers in connection with this agreement and, without prejudice to the generality of the foregoing, all of the information incorporated in this agreement was true and accurate and not misleading when it was provided and nothing has occurred since then to make it untrue, inaccurate or misleading in any material respect; (h) [The Recipient is validly incorporated under the laws of England and Wales and has full power, authority and right to enter into and perform its obligations under this Agreement agreement and any other Project Documents to which it is or is required to be a party and to consummate the transactions contemplated hereby; (iii) this Agreement has been duly authorizedThe execution, executed delivery and delivered, this Agreement constitutes a legal, valid and binding obligation of each party hereto, and this Agreement is enforceable in accordance with the terms hereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; and (iii) the execution and delivery performance of this Agreement and the performance other Project Documents to which it is a party and the consummation of obligations hereunder the transactions contemplated hereby and thereby have been duly authorised by all necessary corporate action on its part and do not and will not constitute or result in a defaultcontravene any applicable law, breach or violation of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction regulation or order applicable to binding on it or any of its property.assets or its constitutional documentation; (bj) The Trust further represents and warrants audited accounts of the Recipient most recently delivered to Principal Life thatthe Project Authority Lead: (i) it is a person other than a natural person Have been prepared in accordance with accounting principles and is purchasing this Agreement for the purpose of providing collateral security for securities registered with practices generally accepted and consistently applied in the United States Securities and Exchange Commission;Kingdom; and (ii) Show a true and fair view: of the assets and liabilities of the Recipient as at the date to which they were drawn up; and of the profits/surplus of the Recipient (if applicable) for the financial period ending on that date.] (k) [The Recipient has the power to enter into and perform its obligations under this agreement and any other Project Documents to which it is or is required to be a party and to consummate the transactions contemplated hereby; (l) The Recipient has taken all necessary decisions and obtained all necessary authorisations to enable it to enter into and perform its obligations under this Agreement and the other Project Documents to which it is a party and the consummation of the transactions contemplated hereby; (m) The Recipient has complied with any duties applicable to its management of its financial affairs and its preparation of accounts; (n) No report under section 114 of the Local Government Finance Act 1988 has been informed issued or is anticipated in respect of the Recipient.] 9.2 Should any representation or warranty no longer be true and understands that transfer is restricted accurate if given by the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether Recipient at any time when this Agreement is suitable for in force then the purpose intended; (b) has carefully read this Agreement (including Recipient will immediately inform the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; Project Authority Lead and (d) has received or had access to such additional information as it deemed necessary in connection provide the Project Authority Lead with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for full details of the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereofsame.

Representations. CPC represents, warrants and covenants that: (a) Each party hereto represents and warrants There is no pending or threatened litigation that might affect CPC's ability to the other that as of the date hereof: (i) it has the power to enter into comply with this Agreement and to consummate or carry out the transactions contemplated hereby; (ii) this Agreement has been duly authorized, executed and delivered, this Agreement constitutes a legal, valid and binding obligation of each party hereto, and this Agreement is enforceable in accordance with the terms hereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; and (iii) the execution and delivery of this Agreement and the performance of obligations hereunder do not and will not constitute or result in a default, breach or violation of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its propertyProgram. (b) The Trust further represents transactions contemplated hereby do not violate any applicable law or the certificate of incorporation, partnership agreement, charter, or by-laws of CPC, and warrants to Principal Life that:are not prohibited by any other legal instrument affecting CPC. (i) it is a person other than a natural person and is purchasing this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity That all representations contained in CPC’s response to make such inquiries as it deemed necessary prior the RFP, the exhibits, or in any supplement thereto or amendment thereof or contained herein and the exhibits hereto or in any documents submitted to signing this Agreement; HTFC by CPC are correct and complete and binding upon the parties hereto, in every material respect. (d) There is no default on the part of CPC under this Agreement and no event has received occurred and is continuing which with notice or had access to such additional information as it deemed necessary the passage of time would constitute a default hereunder. (e) This Agreement and all instruments executed by CPC in connection with its decision this transaction will be, upon execution, legal, valid and binding instruments enforceable against CPC in accordance with their terms. (f) CPC and each awardee shall agree that no portion of any Program award shall be used for any partisan political activity or to sign further the election or defeat of any candidate for public or political office or for the personal financial or economic benefit of CPC or any awardee or any person employed by, related to or otherwise associated with CPC or any awardee and all directors, trustees, officers and employees of CPC or any awardee and members of their immediate families shall comply throughout the Term with all restrictions on political activities and personal benefit to which they may be subject under any statute, regulation, rule or other governmental requirement, including, without limitation, the HUD Regulations and the Regulations. (g) It is, as of the date hereof, duly organized, validly existing, and is in good standing under the laws of the State of New York, and has the power and authority to enter into and carry out this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereof.

Representations. (a) Each party hereto S2K hereby represents and warrants to the other that as of the date hereofDistributor that: (i) it has It is a limited liability company duly organized and existing and in good standing under the power to enter into this Agreement and to consummate laws of the transactions contemplated herebyState of Delaware; (ii) this Agreement has been duly authorized, executed It and delivered, this Agreement constitutes a legal, valid all requisite personnel have or shall obtain and binding obligation each shall use their best efforts to maintain all approvals and licenses necessary for the performance of each party hereto, the Services including proper registration and this Agreement is enforceable in accordance licensing with the terms hereofSEC and or FINRA, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; andapplicable; (iii) It is and will use its best efforts to remain duly licensed or registered with the SEC, applicable state securities regulators and FINRA, as applicable; (iv) It is empowered under applicable laws and by its limited liability company agreement to enter into and perform this Agreement; (v) No consent, approval, authorization or other order of governmental authority is required in connection with the execution or delivery by S2K of this Agreement; (vi) There are no actions, suits or proceedings pending, or to the knowledge of S2K, threatened against S2K at law or in equity or before or by any federal or state commission, regulatory body or administrative agency or other governmental body, domestic or foreign, which would be reasonably expected to have a material adverse effect on the business or property of S2K; (vii) The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement and the performance of obligations hereunder do not and by S2K will not conflict with or constitute or result in a defaultdefault under any charter, breach or violation of the terms or provisions of its certificatebylaw, articles or charter of incorporationindenture, declaration mortgage, deed of trust, by-laws or any agreementlease, instrumentrule, mortgageregulation, judgmentwrit, injunction or order decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over a Fund, except for such conflicts or defaults that would not reasonably be expected to have a material adverse effect on the business or property of S2K; (viii) It will make no representations concerning a Fund other than those contained in the applicable Prospectus or in any promotional materials or sales literature furnished to S2K by the Distributor or prepared by S2K and approved for use by the Distributor, except as otherwise noted in this Agreement; (ix) While it is authorized by the Distributor to solicit purchases of Fund shares, it is understood that it will not open or maintain customer accounts or handle orders for a Fund; (x) All requisite corporate actions have been taken to authorize it to enter into and perform this Agreement; (xi) It and Authorized S2K Representatives are and will use best efforts to remain properly registered with and licensed by the SEC and are and will use best efforts to remain members in good standing of FINRA or any relevant subsidiary thereof, as applicable; (xii) The Authorized S2K Representatives will be registered representatives of its propertyS2K and subject to S2K’s supervisory oversight in accordance with all applicable laws, rules and regulations in connection with the services provided hereunder; and (xiii) S2K understands and agrees that this Agreement does not relieve S2K of any obligation to which S2K may be subject under any applicable federal or state law. (b) The Trust further Distributor represents and warrants to Principal Life S2K that: (i) it It is a person other than a natural person corporation duly organized and is purchasing this Agreement for existing and in good standing under the purpose laws of providing collateral security for securities registered with the United States Securities and Exchange CommissionState of Colorado; (ii) It is a member of FINRA and it has been informed and understands that transfer is restricted its employees and representatives have all required licenses and registrations required by the terms of SEC, FINRA or any other governing body to act under this Agreement; and; (iii) it (a) It is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement; ; (civ) has had a reasonable opportunity All requisite corporate proceedings have been taken to make such inquiries as authorize it deemed necessary prior to signing enter into and perform this Agreement; and ; (dv) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciaryNo consent, agent approval, authorization or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other order of governmental authority is required in connection with the execution hereofor delivery by the Distributor of this Agreement; (vi) There are no actions, suits or proceedings pending or to the knowledge of the Distributor, threatened against the Distributor at law or in equity or before or by any federal or state commission, regulatory body or administrative agency or other governmental body, domestic or foreign, which would be reasonably expected to have a material adverse effect on the business or property of the Distributor; (vii) The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement by the Distributor will not conflict with or constitute a default under any charter, bylaw, indenture, mortgage, deed of trust, lease, rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over a Fund, except for such conflicts or defaults that would not reasonably be expected to have a material adverse effect on the business or property of the Distributor; (viii) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards; (ix) Each Fund has filed a registration statement (a “Registration Statement”) with the SEC relating to its shares under the Securities Act of 1933, as amended (the “1933 Act”), on Form N-2 which includes a Prospectus. The Registration Statement (including the Prospectus) conforms in all material respects to the requirements of the 1933 Act, the 1940 Act and the rules thereunder; and (x) To the extent required by applicable law, the Funds are registered and their shares are qualified for sale in the jurisdictions listed on Exhibit C unless S2K is notified in writing to the contrary. S2K may rely solely on such representation to the extent that S2K will only market a Fund in those jurisdictions where such Fund is registered. The Distributor otherwise assumes no responsibility or obligation as to S2K’s right to market a Fund in any jurisdiction.

Representations. Each of the Borrower and the Collateral Manager severally represents and warrants that: (a) Each party hereto represents it has been duly organized and warrants is validly existing under the laws of the jurisdiction of its organization, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted. It had at all relevant times and now has, power, authority and legal right (x) to acquire and own the Transferred Contracts and the Related Security, and to grant to the Facility Agent a security interest in the Transferred Contracts and the Related Security and the other that as Borrower Collateral and (y) to enter into and perform its obligations under this Agreement and the other Transaction Documents to which it is a party; (b) it is duly qualified to do business and has obtained all necessary licenses and approvals in all jurisdictions, except where the failure to do so would not reasonably be expected to have a material adverse effect on (i) its ability to perform its obligations under this Agreement, (ii) the validity or enforceability of the date hereof:Contracts and the Related Security or (iii) its ability to perform its obligations under its Transaction Documents; (ic) it has the power and authority to enter into execute and deliver this Agreement and the other Transaction Documents to consummate which it is a party and to perform its obligations hereunder and thereunder; has full power and authority to grant to the transactions contemplated herebyFacility Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Transferred Contracts and the other Borrower Collateral and has duly authorized such grant by all necessary action; and the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party have been duly authorized by it by all necessary action; (iid) all acts, filings and conditions required to be done and performed and to have happened (including, without limitation, the obtaining of necessary governmental approvals) precedent to the entering into of this Agreement has been letter agreement and making it the duly authorized, executed and delivered, this Agreement constitutes a legal, valid and binding obligation of each party heretosuch party, and this Agreement is enforceable in accordance with the terms hereofits terms, subject to have been done, performed and have happened in due and strict compliance with all applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at lawlaws; and (iiie) the execution and delivery of this Agreement and the performance of obligations hereunder do not and will not constitute or result in a default, breach or violation of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its property. (b) The Trust further represents and warrants to Principal Life that: (i) it is a person other than a natural person no Event of Default, Unmatured Event of Default, Collateral Manager Default or Unmatured Collateral Manager Default has occurred and is purchasing this Agreement for the purpose of providing collateral security for securities registered with the United States Securities continuing and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by of each of the Borrower and the Collateral Manager contained in the Agreement Holder are true and Principal Life correct in this Agreement shall be considered to have been relied upon by the all material respects on and as of such day (other in connection with the execution hereofthan any representation and warranty that is made as of a specific date).

Representations. (a) Each party hereto Logistics represents and warrants to the other Lion that as of the date hereof: (i) it this Agreement, the rights obtained and the duties and obligations assumed by Logistics hereunder, and the execution and performance of this Agreement by Logistics, do not directly or indirectly violate any Applicable Law with respect to Logistics or any of its properties or assets, the terms and provisions of Logistics’ organizational documents or any agreement or instrument to which Logistics or any of its properties or assets are bound or subject; (ii) the execution and delivery of this Agreement by Logistics has been authorized by all necessary limited liability company or other action; (iii) Logistics has the full and complete authority and power to enter into this Agreement and to consummate provide the transactions contemplated hereby; services hereunder; (iiiv) this Agreement no further action on behalf of Logistics, or consents of any other party, are necessary for the provision of services hereunder (except for the consents of any third party holding a mortgage on the Terminal or the Tankage or having another interest therein which Logistics covenants and represents it has been duly authorized, executed obtained); and delivered(v) upon execution and delivery by Logistics, this Agreement constitutes shall be a legalvalid, valid binding and binding obligation subsisting agreement of each party hereto, and this Agreement is Logistics enforceable in accordance with the its terms hereof, (subject to applicable bankruptcy, insolvency and reorganization, insolvency, moratorium or similar laws affecting creditors’ rightsrights generally and subject, and subject as to enforceability enforceability, to general equitable principles of equity, general application regardless of whether enforcement is sought in a proceeding in equity or at law; and). (iiib) Lion represents and warrants to Logistics that (i) this Agreement, the rights obtained and the duties and obligations assumed by Lion hereunder, and the execution and performance of this Agreement by Lion, do not directly or indirectly violate any Applicable Law with respect to Lion or any of its property or assets, the terms and provisions of Lion’s organizational documents or any agreement or instrument to which Lion or any of its property or assets are bound or subject; (ii) the execution and delivery of this Agreement and the performance of obligations hereunder do not and will not constitute or result in a default, breach or violation of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its property. (b) The Trust further represents and warrants to Principal Life that: (i) it is a person other than a natural person and is purchasing this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange Commission; (ii) it by Lion has been informed and understands that transfer is restricted authorized by the terms of this Agreementall necessary corporate or other action; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for Lion has the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing full and complete authority and power to enter into this Agreement; (civ) has had no further action on behalf of Lion, or consents of any other party, are necessary for the provision of services hereunder (except for the consents of any third party holding a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreementmortgage on the Terminal or the Tankage or having another interest therein); and (dv) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciaryupon execution and delivery by Lion, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered a valid, binding and subsisting agreement of Lion enforceable in accordance with its terms (subject to have been relied upon by the other applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in connection with the execution hereofa proceeding in equity or at law).

Representations. (a) Each party hereto On the date hereof, on the date of entering into each Confirmation, and on the Trade Date of each Transaction, each of the Buyer and the Seller represents and warrants to the other that as of the date hereof:with respect to itself, that (a) (Authority) (i) it has the power to enter into execution, delivery and performance of this Agreement have been duly authorised by all necessary corporate or other organisation action on its part and that such execution, delivery and performance do not violate or conflict with any law applicable to consummate the transactions contemplated hereby; it, any provisions of its constitutional documents, or any order or judgement of any court or other agency of government applicable to it, and (ii) this Agreement has been duly authorized, executed and delivered, this Agreement constitutes a legal, is its legally valid and binding obligation of each party heretoobligation, and this Agreement is enforceable against it in accordance with the its terms hereof, (subject to applicable bankruptcy, insolvency and reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights' rights generally and subject, as to enforceability, to equitable principles of general application); (b) (No Reliance) (i) the other party to this Agreement (1) is not acting as a fiduciary or financial, investment or commodity trading advisor for it, and subject (2) has not given to it (directly or indirectly through any other person) any assurance, guarantee or representation whatsoever as to enforceability to general principles the merits (either legal, regulatory, tax, commercial, financial, accounting or otherwise) of equity, regardless this Agreement or the expected performance or result of whether enforcement is sought any Transaction; and (ii) in a proceeding in equity or at law; and (iii) connection with the negotiation and execution and delivery of this Agreement and the performance entering into of obligations hereunder do not and will not constitute or result in a defaulteach Transaction, breach or violation of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its property. (b) The Trust further represents and warrants to Principal Life that: (i1) it is acting as a person principal only (and not as an agent or in any other capacity, fiduciary or otherwise), (2) it is not relying upon any advice or representations (whether written or oral) of the other party other than the representations expressly set out in this Agreement, (3) it has made and will make its own decisions regarding the entering into of this Agreement and each Transaction based upon its own judgement and upon the advice from such professional advisors as it deemed, or will deem, necessary to consult, (4) all of its decisions regarding this Agreement have been the result of arm's-length negotiations between the parties, (5) it has a natural person full understanding of all the terms, conditions and risks (economic and otherwise) of this Agreement and each Transaction and it is capable of assuming and willing to assume (financially and otherwise) those risks; and (6) all applicable information that is furnished in writing by or on behalf of it to the other party and is purchasing this Agreement identified for the purpose of providing collateral security for securities registered with this Section 3(6) pursuant to Part 3 in the United States Securities Schedule is, as of the date of the information, true, accurate and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by complete in every material respect or, in the terms case of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for audited or unaudited financial statements or balance sheets, a fair representation of the purpose intended; (b) has carefully read this Agreement (including financial condition of the Annex) before signing this Agreementrelevant person; (c) (Required Licensing and other Authorisations) it has had all governmental, regulatory and other authorisation, licenses, approvals and consents necessary for it legally to execute and perform its obligations under the Agreement and any Credit Support Document to which it is party; (d) (Absence of Litigation ) There is not pending or to its knowledge threatened against it (or any Credit Support Provider, if applicable) any action suit or proceeding at law or in equity or before any court, tribunal governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any Credit Support Document to which it is a reasonable opportunity party or its ability to make such inquiries as it deemed necessary prior to signing perform its obligations under this AgreementAgreement or any Credit Support Document; and (de) (Absence of Certain Events). No Event of Default or, to its knowledge, Termination Event with respect to it has received occurred and is continuing and no such event or had access to such additional information circumstance would occur as it deemed necessary in connection with a result of its decision to sign this Agreement. In entering into or performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in under this Agreement shall be considered or any Credit Support Document to have been relied upon by the other in connection with the execution hereofwhich it is a party.

Representations. (a) Each party hereto The Distributor represents and warrants to the other that as of the date hereof: (i) it has is duly organized as a Delaware limited liability company and is and at all times will remain duly authorized and licensed under applicable law to carry out its services as contemplated herein; (ii) the execution, delivery and performance of this Agreement are within its power to enter and have been duly authorized by all necessary action; (iii) its entering into this Agreement or providing the services contemplated hereby does not conflict with or constitute a default or require a consent under or breach of any provision of any agreement or document to which the Distributor is a party or by which it is bound; (iv) it is registered as a broker-dealer under the 1934 Act and is a member of FINRA, (v) it is in material compliance with all laws, rules and regulations applicable to consummate it, including but not limited to the transactions contemplated herebyrules and regulations promulgated by FINRA; and (vi) shall as promptly as possible notify the Managing Owner should the representations and warranties under this Section 7(a) are no longer be true during the term of this Agreement; (b) The Distributor acknowledges that it is a financial institution subject to the USA Patriot Act of 2001 and the Bank Secrecy Act (collectively, the "AML Acts"), which require, among other things, that financial institutions adopt compliance programs to guard against money laundering. The Distributor represents and warrants that it is in compliance with and will continue to comply with the AML Acts and applicable regulations in all relevant respects. The Distributor agrees that it will take such further steps, and cooperate with the other as may be reasonably necessary, to facilitate compliance with the AML Acts, including but not limited to the provision of copies of its written procedures, policies and controls related thereto ("AML Operations"). Notwithstanding the foregoing, it is expressly understood and agreed that neither the Managing Owner nor any of its directors, officers, employees or agents, on its own behalf or on behalf of the Funds, shall have access to any of Distributor's AML Operations, books or records pertaining to other clients or services of Distributor. (c) The Distributor and the Managing Owner, on behalf of each Fund, each individually represent and warrant that it has in place and will maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to consumers and customers of the Funds. The Managing Owner, on behalf of the Funds, further represents to the Distributor that it has adopted a statement of its privacy policies and practices as required by Securities and Exchange Commission Regulation S-P and agrees to provide to the Distributor a copy of that statement annually. (d) Each Fund, individually represents and warrants that (i) it is duly organized as a Delaware statutory trust and is and at all times will remain duly authorized to carry out its obligations as contemplated herein; (ii) the execution, delivery and performance of this Agreement has are within its power and have been duly authorized, executed and delivered, authorized by all necessary action; (iii) its entering into this Agreement constitutes does not conflict with or constitute a legaldefault or require a consent under or breach of any provision of any agreement or document to which such Fund is a party or by which it is bound; (iv) the Managing Owner is duly registered with the NFA as a Commodity Pool Operator and the Managing Owner will ensure compliance by each Fund with the CEA and all of the relevant Commodities Rules; (v) it possesses, valid licenses or has other rights to use all patents, patent applications, trademarks and binding obligation service marks, trademark and service xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, "Intellectual Property") necessary for or used in the conduct of each party heretothe Fund's business and for the offer, issuance, distribution and this Agreement is enforceable sale of the Shares in accordance with the terms hereof, subject to applicable bankruptcy, insolvency of the Prospectus and similar laws affecting creditors’ rightsthis Agreement, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; and (iii) the execution and delivery of this Agreement and the performance of obligations hereunder do such Intellectual Property does not and will not constitute or result in a default, breach or violation of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its property. (b) The Trust further represents and warrants to Principal Life that: (i) it is a person other than a natural person and is purchasing this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by infringe the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intendedany Intellectual Property owned, held or licensed by any third party; (bvi) has carefully read this Agreement the Registration Statements and each Fund's Prospectus have been prepared, and all sales literature and advertisements (including "Sales Literature and Advertisements") approved by the Annex) before signing this AgreementManaging Owner with respect to the Funds or other materials prepared by or on behalf of the Funds shall be prepared, in all material respects, in conformity with the CEA, the Commodities Rules, the 1933 Act and the rules and regulations of the SEC (the "SEC Rules and Regulations"); (cvii) has had a reasonable opportunity the Registration Statement and each Fund's Prospectus contain, and all Sales Literature and Advertisements shall contain, all statements required to make such inquiries as it deemed necessary prior to signing this Agreementbe stated therein in accordance with the CEA, the Commodities Rules, the 1933 Act, the SEC Rules and Regulations, and FINRA Rules and Regulations; and (dviii) has received all statements of fact contained therein, or had access to be contained in all Sales Literature and Advertisements, are or will be true and correct in all material respects at the time indicated or the effective date, as the case may be, and none of the Registration Statement, any Fund's Prospectus, nor any Sales Literature and Advertisements shall include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of each Fund's Prospectus in light of the circumstances in which made, not misleading. Each Fund shall, from time to time, file such additional information as it deemed amendment or amendments to the Registration Statement and each Fund's Prospectus as, in the light of future developments, shall, in the opinion of counsel to the Managing Owner, be necessary in connection with its decision order to sign this Agreementhave the Registration Statement and each Fund's Prospectus at all times contain all material facts required to be stated therein or necessary to make the statements therein, in the case of each Fund's Prospectus in light of the circumstances in which made, not misleading. In performing its obligations hereunder Principal Life is Each Fund shall not acting as a fiduciary, agent file any amendment to the Registration Statement or other representative for each Fund's Prospectus without giving the Agreement Holder or anyone else. All representations Distributor reasonable notice thereof in advance and warranties made by the Agreement Holder and Principal Life Managing Owner shall promptly notify the Distributor of any stop order suspending the effectiveness of the Registration Statement; provided that nothing in this Agreement shall in any way limit the Funds' right to file at any time such amendments to the Registration Statement or any Fund's Prospectus as the Managing Owner may deem advisable. Notwithstanding the foregoing, the Funds shall not be considered deemed to have been relied upon make any representation or warranty as to any information or statement provided by the other Distributor for inclusion in connection with the execution hereofRegistration Statement or any Fund's Prospectus.

Representations. (a) Each party hereto represents and warrants to the other that - (a) it is duly authorised to execute and deliver this Agreement, to enter into the Transactions contemplated hereunder and to perform its obligations hereunder and thereunder and has taken all necessary action to authorise such execution, delivery and performance; (b) it will engage in this Agreement and the Transactions contemplated hereunder (other than Agency Transactions) as principal; (c) the person signing this Agreement on its behalf is, and any person representing it in entering into a Transaction will be, duly authorised to do so on its behalf; (d) it has obtained all authorisations of any governmental or regulatory body required in connection with this Agreement and the Transactions contemplated hereunder and such authorisations are in full force and effect; (e) the execution, delivery and performance of this Agreement and the Transactions contemplated hereunder will not violate any law, ordinance, charter, bye-law or rule applicable to it or any agreement by which it is bound or by which any of its assets are affected; (f) it has satisfied itself and will continue to satisfy itself as to the tax implications of the date hereofTransactions contemplated hereunder; (g) in connection with this Agreement and each Transaction: (i) it has the power to enter into this Agreement and to consummate the transactions contemplated hereby; (ii) this Agreement has been duly authorized, executed and delivered, this Agreement constitutes unless there is a legal, valid and binding obligation of each party hereto, and this Agreement is enforceable in accordance written agreement with the terms hereofother party to the contrary, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of it is not relying on any advice (whether enforcement is sought in a proceeding in equity written or at law; and (iiioral) the execution and delivery of this Agreement and the performance of obligations hereunder do not and will not constitute or result in a default, breach or violation of the terms or provisions of its certificateother party, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its property. (b) The Trust further represents and warrants to Principal Life that: (i) it is a person other than a natural person and is purchasing the representations expressly set out in this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange CommissionAgreement; (ii) it has been informed made and understands that transfer is restricted by will make its own decisions regarding the terms entering into of this Agreement; andany Transaction based upon its own judgment and upon advice from such professional advisers as it has deemed it necessary to consult; (iii) it understands the terms, conditions and risks of each Transaction and is willing to assume (afinancially and otherwise) is solely responsible for determining whether this Agreement is suitable for those risks; (h) at the purpose intended; (b) has carefully read this Agreement (including time of transfer to the Annex) before signing this Agreement; (c) has had a reasonable opportunity other party of any Securities it will have the full and unqualified right to make such inquiries as it deemed necessary transfer and that upon such transfer of Securities the other party will receive all right, title and interest in and to those Securities free of any lien, claim, charge or encumbrance; and (i) the paying and collecting arrangements applied in relation to any Securities prior to signing their transfer from that party to the other under this Agreement; Agreement will not have resulted in the payment of any Income in respect of such Securities to the party transferring such Securities under deduction or withholding for or on account of UK tax. November 1995 10 On the date on which any Transaction is entered into pursuant hereto, and (d) has received on each day on which Securities, Equivalent Securities, Margin Securities or had access Equivalent Margin Securities are to such additional information be transferred under any Transaction, Buyer and Seller shall each be deemed to repeat all the foregoing representations. For the avoidance of doubt and notwithstanding any arrangements which Seller or Buyer may have with any third party, each party will be liable as it deemed necessary in connection with its decision to sign this Agreement. In performing a principal for its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in under this Agreement shall be considered to have been relied upon by the other in connection with the execution hereofand each Transaction.

Representations. (a) Each party hereto The Borrower hereby represents and warrants to the Administrative Agent and the Lenders, as follows: (a) Each of the representations and warranties contained in the Credit Agreement, as amended by this Amendment, or any of the other that Loan Documents, is true and correct in all material respects (except any representations and warranties which are qualified by materiality, shall be correct and accurate in all respects) on and as of the date hereof: (i) it has hereof except if any such representation or warranty was made as of a specific date, then the power to enter into this Agreement same shall have been true and to consummate the transactions contemplated herebycorrect in all material respects as of such specific date; (iib) As of the date hereof and immediately after giving effect to this Agreement Amendment and the actions contemplated hereby, no Default or Event of Default has occurred and is continuing; (c) Borrower has all necessary corporate power and authority to execute, deliver and perform its obligations under this Amendment; the execution, delivery and performance of this Amendment has been duly authorized, authorized by all necessary corporate action on the part of Borrower; and this Amendment has been duly and validly executed and delivered, this Agreement delivered by Borrower and constitutes a the legal, valid and binding obligation of each party heretoBorrower, and this Agreement is enforceable in accordance with the terms hereofits respective terms, subject to applicable except as such enforceability may be limited by (i) bankruptcy, insolvency and insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights, rights and subject as to enforceability to (ii) the application of general principles of equity, equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law; and); (d) This Amendment (i) does not require any consent or approval of, registration or filing with, or any other action by, any governmental authority, except for such as have been obtained or made and are in full force and effect, (ii) will not violate any applicable law or regulation, the certificate of incorporation or by-laws of Borrower, or any order of any governmental authority and (iii) the execution and delivery of this Agreement and the performance of obligations hereunder do not and will not constitute violate or result in a default, breach or violation default under any Contractual Obligation of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its property. (b) The Trust further represents and warrants to Principal Life that: (i) it is a person other than a natural person and is purchasing this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange CommissionBorrower; (iie) it has been informed and understands that transfer Neither the Borrower nor any Guarantor is restricted by the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereofan EEA Financial Institution.

Representations. (a) Each party hereto represents Provider hereby represents, warrants, and warrants covenants to YISD the other following, along with that done elsewhere herein, as of the date hereof: (i) it has the power to enter into of this Agreement and continuing thereafter throughout the term of this Agreement, acknowledging YISD's reliance thereon: (a) Provider is a validly organized and existing entity in good standing under the laws of the state of its organization; (b) Provider is duly qualified under the laws of the state of its organization and the State of Texas to consummate transact business and to perform the transactions contemplated hereby; Services; (iic) all requisite organizational action has been taken to authorize execution and performance of this Agreement has been by Provider; (d) Provider is fully and duly authorized, executed authorized to execute and delivered, perform this Agreement constitutes a legal, valid and binding obligation of each party hereto, and this Agreement is enforceable in accordance with the terms hereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at lawAgreement; and (iiie) the execution and delivery performance of this Agreement by Provider shall not violate any federal, state, local, or other law; (f) the execution and the performance of obligations hereunder do not and will not constitute or result in a default, breach or violation of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its property. (b) The Trust further represents and warrants to Principal Life that: (i) it is a person other than a natural person and is purchasing this Agreement by Provider shall not breach any other agreement or contract of Provider; (g) the Charges are set independently without consultation, communication, or agreement with third parties for the purpose of providing collateral security for securities registered restricting competition; (h) Provider has and will retain all necessary licenses, permits, and other authorizations necessary to participate in the Program and to perform the Services, including without limitation any proper registration and licensure as a service provider under the Program; (i) Provider will comply with all applicable laws in performance of the United States Securities and Exchange Commission; Services; (iij) it neither Provider nor any of its owners or other principals has been informed convicted of any felony; (l) Provider has not been adjudged or arbitrated liable for fraud, conversion, or deceptive trade practices; (m) Provider is not the subject of any pending criminal proceeding; (n) Provider is not the subject of any pending civil proceeding concerning allegations of fraud, conversion, or deceptive trade practices; (o) no employee, official, or representative of YISD has any direct or indirect personal financial interest in Provider or shall receive any direct or indirect compensation or benefit from Provider; (p) no person or entity was employed or retained by Provider on a commission, percentage, or contingent fee to solicit, secure, or to maintain in effect this Agreement; (q) the Services are all eligible for funding under the Program; (r) the Prices are fair and understands that transfer is restricted by reasonable, and consistent with industry and market standards; (s) the terms Prices are allowable and eligible under the Program; (t) Provider shall comply with all rules of the Program and all policies of the SLD in performance of the Services; (u) Provider has complied with all rules of the Program and all policies of the SLD with respect to YISD prior to the date of this Agreement; and (iiiv) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intendedProvider has complied with and will comply with any business ethics policy of YISD, including without limitation that set forth on Exhibit "G", attached hereto and incorporated herein; (bw) Provider shall not permit any employee of Provider or any approved subcontractor to be present upon premises of YISD who presents an unreasonable risk of harm to employees, students, or visitors of YISD, who is a registered sex offender or equivalent, who has carefully read this Agreement (or receives a conviction for any crime involving harm to a child, who is subject to reporting requirements for prior sexual offenses, who is of a character so that his/her presence at YISD sites present a risk of harm to children, who fraternizes or otherwise communicate with students except in cases of safety or like concerns, who uses or possesses alcohol, tobacco, illegal drugs, improperly-used drugs, or dangerous substances, or is under the influence of any, while performing or providing any of the Services, or who possesses a firearm, knife, or other weapon as defined by YISD policies [including the Annex) before signing this Agreementwithout limitation a pocketknife] or applicable law at YISD facilities; (cx) Provider has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreementworking knowledge of Program; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereof.and

Representations. (a) Each party hereto The Clearing Member represents and warrants by way of an independent guarantee and irrespective of fault (selbständiges, verschuldensunabhängiges Garantieversprechen) to Eurex Clearing AG that (i) at the time when the relevant securities are credited to the other that as relevant securities account or sub-account to which any of the date hereofpledges set out or referred to in Clauses 2.2 to 2.4 relate, it is the owner of the securities or otherwise entitled or authorised to pledge the securities to Eurex Clearing AG and that such securities are not subject to any prior or equal claims of third parties, except for any rights and claims arising pursuant to the standard business terms of any CSD or as a matter of law. The Clearing Member shall not, for the duration of any such pledge, permit any such claims to arise without the prior consent of Eurex Clearing AG; (ii) at the time it enters into this Agreement: (ia) it has the power to enter into into, deliver and perform this Agreement and any other documentation relating to consummate the transactions contemplated herebythis Agreement to which it is a party and has taken all necessary action to authorise such execution, delivery and performance; (iib) this Agreement has been duly authorizedits entry into, executed delivery and delivered, this Agreement constitutes a legal, valid and binding obligation of each party hereto, and this Agreement is enforceable in accordance with the terms hereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; and (iii) the execution and delivery performance of this Agreement and the performance of obligations hereunder any other documentation relating to this Agreement to which it is a party do not and will not constitute conflict with any law or result in a defaultregulation applicable to it, breach or violation of the terms or provisions any provision of its certificateconstitutional documents, articles any order or charter judgment of incorporation, declaration any court or other agency of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order government applicable to it or any of its property.assets or any agreement or instrument by which it is bound or which affects any of its assets; (bc) The Trust further represents it has all governmental and warrants other consents that are required to Principal Life that:have been obtained by it with respect to its entry into and performance of this Agreement and are in full force and effect and all conditions of any such consents have been complied with; (id) no order has been made or applied for or resolution passed for the suspension of payments or dissolution, termination of existence, liquidation, winding-up, bankruptcy, insolvency, judicial management or curatorship, in each case, with respect to it; (e) no moratorium in respect of all or any debts or a composition or an arrangement with creditors or any similar proceeding or arrangement by which its assets are submitted to the control of its creditors is ordered, declared or applied for, in each case, with respect to it; (f) no liquidator, trustee, administrator, receiver or similar officer has been appointed in respect of it or in respect of all or a substantial part of its assets; (g) it is able to pay its debts as and when they fall due, will not become unable to pay its debts as a person other than a natural person and is purchasing this Agreement for the purpose consequence of providing collateral security for securities registered with the United States Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by the terms of entering into this Agreement; and (iiih) no event has occurred or circumstance arisen with respect to it (a) is solely responsible for determining whether this Agreement is suitable for which, had the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing Parties already entered into this Agreement; , might (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received whether or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereofgiving of notice and/or the passage of time and/or the fulfilment of any other requirement) constitute a Termination Event or Insolvency Termination Event with respect to the Clearing Member.

Representations. The Grantor represents, warrants and covenants to the Grantee as follows: (a) Each party hereto represents and warrants to the other that as of the date hereof: Grantor agrees: (i) that it shall at all times maintain, free from preemptive rights, sufficient authorized but unissued or treasury shares of Common Stock so that the Option may be exercised without additional authorization of Common Stock after giving effect to all other options, warrants, convertible securities and other rights to purchase Common Stock; (ii) that it will not, by charter amendment or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary act, avoid or seek to avoid the observance or performance of any of the covenants, stipulations or conditions to be observed or performed hereunder by Grantor; (iii) in the event, under the Bank Holding Company Act of 1956, as amended (the "BHCA"), or the Change in Bank Control Act of 1978, as amended, or any state or other federal banking law, prior approval of or notice of the Federal Reserve Board or to any state or other federal regulatory authority is necessary before the Option may be exercised, cooperating fully with the Grantee in preparing such applications or notices and providing such information to the Federal Reserve Board or such state or other federal regulatory authority as they may require in order to permit the Grantee to exercise the Option and Grantor duly and effectively to issue shares of Common Stock pursuant thereto; and (iv) promptly to take all action provided herein to protect the rights of the Grantee against dilution. (b) The shares to be issued upon due exercise, in whole or in part, of the Option, when paid for as provided herein, will be duly authorized, validly issued and fully paid. (c) Grantor has the full corporate power and authority to enter into execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; (ii) all corporate action necessary for execution, delivery and performance of this Agreement has been duly authorized, executed and delivered, this Agreement constitutes a legal, valid and binding obligation of each party hereto, and this Agreement is enforceable in accordance with the terms hereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; andtaken by such party. (iiid) Neither the execution and delivery of this Agreement nor consummation of the transactions contemplated hereby (assuming all appropriate shareholder and the performance of obligations hereunder do not and regulatory approvals) will not constitute violate or result in a default, breach or any violation of or be in conflict with or constitute a default under any term of the terms articles, regulations or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws of such party or any agreement, instrument, mortgage, judgment, injunction decree, statute, rule or order applicable to it or any of its propertysuch party. (b) The Trust further represents and warrants to Principal Life that: (i) it is a person other than a natural person and is purchasing this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereof.

Representations. (a) Each party hereto represents To induce Agent and warrants to the other that as of the date hereof: (i) it has the power Lenders to enter into this Agreement, each Loan Party signatory to this Agreement hereby represents to Agent and the Lenders as follows: (1) that that Loan Party is duly authorized to execute and deliver this Agreement and, if it is a Borrower, is and will continue to be duly authorized to borrow monies under the Credit Agreement, as amended by this Agreement, and to consummate perform its obligations under the transactions contemplated herebyCredit Agreement, as amended by this Agreement; (ii2) this Agreement has been duly authorizedthat, executed and deliveredwith respect to each Borrower, this Agreement constitutes a legal, valid and binding obligation of each party hereto, and this Agreement is enforceable in accordance with the terms hereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; and (iii) the execution and delivery of this Agreement and the performance by that Borrower of its obligations hereunder under the Credit Agreement, as amended by this Agreement, do not and will not constitute conflict with any provision of law or result in a default, breach or violation of the terms articles of incorporation or provisions bylaws of its certificate, articles that Borrower or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its property. (b) The Trust further represents and warrants to Principal Life that: (i) it is a person other than a natural person and is purchasing this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange Commissionagreement binding upon that Borrower; (ii3) it has that, with respect to each Borrower, the Credit Agreement, as amended by this Agreement, is a legal, valid, and binding obligation of that Borrower, enforceable against that Borrower in accordance with its terms, except as enforceability is limited by bankruptcy, insolvency, or other similar laws of general application affecting the enforcement of creditors’ rights or by general principles of equity limiting the availability of equitable remedies; (4) that the representations and warranties set forth in Section 4 of the Credit Agreement, as amended by this Agreement, are true and correct in all material respects (but if any representation or warranty is by its terms qualified by concepts of materiality, that representation or warranty is true and correct in all respects), in each case with the same effect as if such representations and warranties had been informed and understands that transfer is restricted by made on the terms date of this Agreement, with the exception that all references to the financial statements mean the financial statements most recently delivered to Agent except for such changes as are specifically permitted under the Credit Agreement and except to the extent that any such representation or warranty expressly relates to an earlier date; (5) that, with respect to each Borrower, that Borrower has complied with and is in compliance with all of the covenants set forth in the Credit Agreement, as amended by this Agreement, including those set forth in Section 5, Section 6, and Section 7 of the Credit Agreement; and (iii6) it (a) is solely responsible for determining whether this Agreement is suitable for that as of the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing date of this Agreement; (c) , no Default or Event of Default has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; occurred and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereofcontinuing.

Representations. The Investor and the Family Stockholders hereby represent and warrant, with respect to themselves respectively, to Parent that (a) Each party hereto represents it has all power and warrants authority or, if an individual, capacity to execute, deliver and perform this commitment letter; (b) the execution, delivery and performance of this commitment letter by the Investor or the Family Stockholders (i) has been duly and validly authorized and approved by all necessary action by it and (ii) does not require any consent from any spouse of any Family Stockholder or any other person; (c) the Family Stockholders beneficially own and have the right to dispose of the Rollover Shares (subject to the other terms of the Rollover Agreement); (d) this commitment letter has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it; (e) in the case of the Investor, the amount of the Commitment is less than the maximum amount that it is permitted to invest in any one portfolio investment pursuant to the terms of its constituent documents or otherwise; (f) in the case of the Investor and KDC, as of the date hereof: Closing, they will have available capital in excess of the sum of the Commitment plus the aggregate amount of all other commitments and obligations they currently have outstanding; (ig) it has in the power case of the Investor and KDC, all funds necessary for the Investor and KDC to enter into fulfill their joint and several obligations under this Agreement commitment letter shall be available to the Investor and to consummate the transactions contemplated hereby; (ii) KDC for so long as this Agreement has been duly authorized, executed and delivered, this Agreement constitutes a legal, valid and binding obligation of each party hereto, and this Agreement is enforceable Commitment shall remain in effect in accordance with the terms hereof; (h) the execution, subject to delivery and performance by it of this commitment letter does not (i) if it is an entity, violate its organizational documents, (ii) violate any applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity Law or at law; and judgment or (iii) the execution and delivery of this Agreement and the performance of obligations hereunder do not and will not constitute or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a defaultright of termination, breach cancellation or violation acceleration of any obligation or to the loss of any benefit under, any Contract to which it is a party; (i) there are no Contracts or other agreements, arrangements or understandings (whether oral or written) or commitments to enter into agreements, arrangements or understandings (whether oral or written) between the Investor or any of the terms Family Stockholders or provisions any of its certificatetheir respective Affiliates (other than the Company), articles on the one hand, and any member of the Company’s management or charter directors (other than Xxxxxxx X. Xxxx), on the other hand, as of incorporationthe date hereof that relate in any way to the Company or the Merger; and (j) none of the Investor, declaration the Family Stockholders or any of trust, by-laws or their respective Affiliates has entered into any agreement, instrumentdiscussion, mortgage, judgment, injunction arrangement or order applicable understanding with any Third Party concerning the possible sale of the Surviving Corporation or all or substantially all the assets of the Surviving Corporation to it or any of its property. (b) The Trust further represents and warrants to Principal Life that: (i) it is a person other than a natural person and is purchasing this Agreement for Third Party after the purpose of providing collateral security for securities registered with the United States Securities and Exchange Commission; (ii) it Merger has been informed and understands that transfer is restricted by the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereofconsummated.

Representations. (a) Each party hereto of Licensee and Licensor hereby represents and warrants to the other that as party that: (a) it is a corporation duly organized and validly existing under the laws of the date hereof: (i) it applicable state of its incorporation, and has the all requisite power and authority to enter into execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; ; (iib) this Agreement has been duly authorized, executed and delivered, this Agreement delivered by such party and it constitutes a the legal, valid and binding obligation obligations of each party heretosuch party, and this Agreement it is enforceable against such party in accordance with its terms, except to the terms hereof, subject to applicable extent such enforceability may be limited by bankruptcy, reorganization, insolvency and or similar laws affecting of general applicability governing the enforcement of the rights of creditors’ rights; and (c) neither the execution, delivery and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; and (iii) the execution and delivery performance of this Agreement and nor the performance of obligations hereunder do not and will not constitute or result in a default, breach or violation consummation by such party of the terms transactions contemplated hereby will violate or provisions conflict with or constitute a default under any contractual obligation of its certificatesuch party, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction order or order decree applicable to, or binding upon, such party. In Licensor’s case, the representation and warranty contained in the foregoing clause (a) is subject to it or any Licensee having effectively caused all TriVascular Intellectual Property (as defined in the Purchase Agreement) to be conveyed to Licensor pursuant to the Purchase Agreement *** = Portions of its property. this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. and to Licensee having effectively caused all Existing Assigned Know-How Inventions (bas defined in the Know-How Agreement) The Trust to be conveyed to Licensor pursuant to the Know-How Agreement. Licensee further represents and warrants to Principal Life that: (i) it is a person , other than a natural person the Licensee Patent Filings, Licensee has not since June 1, 2006 filed (or had filed on their behalf) any patent application directed to any invention that would be Assigned Know-How under the Know-How Agreement. The sole and is purchasing this Agreement exclusive remedy for any breach of the purpose of providing collateral security for securities registered with representation and warranty set forth in the United States Securities and Exchange Commission; (ii) it preceding sentence shall be that Licensor shall own any such patent application that has been informed filed the existence of which makes such representation and understands that transfer is restricted by warranty untrue, and Licensee hereby assigns any and all such patent applications (together with their patent progeny as described in (b)—(c) of the terms definition of “Licensee Patent Filings” in this Agreement; and (iii) it (ato Licensor. Any and all such patent applications thus assigned from Licensee to Licensor shall be automatically listed in Schedule 1.01(c)(ii) is solely responsible for determining whether this Agreement is suitable for to the purpose intended; (b) has carefully read this Purchase Agreement (including and thus licensed to Licensee as and to the Annex) before signing extent provided in this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereof).

Representations. (a) Each party hereto of the Initial Note A Holder and each Initial Note B Holder hereby represents and warrants to the other that as of the date hereofhereof that: (ia) Such Holder is duly organized, validly existing and in good standing as a legal entity under the laws of its jurisdiction of organization; (b) The execution and delivery of this Agreement by such Holder, and the performance of, and compliance with, the terms of this Agreement by such Holder, will not violate its organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or that is applicable to it or any of its assets, in each case which materially and adversely affects its ability to carry out the transactions contemplated by this Agreement; (c) Such Holder has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement and to consummate the transactions contemplated herebyhas duly executed and delivered this Agreement; (iid) this This Agreement has been duly authorized, executed and delivered, this Agreement constitutes a is its legal, valid and binding obligation of each party heretoobligation, and this Agreement is enforceable against such Holder in accordance with its terms, except as the terms hereof, subject to applicable enforcement thereof may be limited by bankruptcy, insolvency and similar insolvency, reorganization, liquidation, receivership, moratorium or other laws relating to or affecting the enforcement of creditors’ rights, and subject as to enforceability to rights or by general principles of equity, equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law; and); (iiie) Such Holder has the right to enter into this Agreement without the consent of any third party which has not yet been obtained; (f) Such Holder is holding its Note for its own account in the ordinary course of its business; (g) Such Holder has not dealt with any broker, investment banker, agent or other person that is entitled to any commission or compensation in connection with the execution and delivery of this Agreement and the performance of obligations hereunder do not and will not constitute or result in a default, breach or violation of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its property. (b) The Trust further represents and warrants to Principal Life that: (i) it is a person other than a natural person and is purchasing this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by the terms of this Agreement; and (iiih) it (a) Such Holder is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereofQualified Institutional Lender.

Representations. (a) The parties to this Agreement hereby make the following representations and warranties, which shall continue during the term of any Loan hereunder: 10.1 Each party hereto represents and warrants to the other that as of the date hereof: (ia) it has the power to execute and deliver this Agreement, to enter into this Agreement the Loans contemplated hereby and to consummate the transactions contemplated hereby; perform its obligations hereunder, (iib) this Agreement it has been duly authorizedtaken all necessary action to authorize such execution, executed delivery and deliveredperformance, and (c) this Agreement constitutes a legal, valid and binding obligation of each party hereto, and this Agreement is enforceable against it in accordance with its terms. 10.2 Each party hereto represents and warrants that it has not relied on the terms hereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity other for any tax or at law; and (iii) the execution and delivery of accounting advice concerning this Agreement and that it has made its own determination as to the performance tax and accounting treatment of obligations hereunder do not any Loan and will not constitute any dividends, remuneration or result in a default, breach or violation of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its propertyother funds received hereunder. (b) The Trust further 10.3 Each party hereto represents and warrants to Principal Life that: (i) that it is acting for its own account unless it expressly specifies otherwise in writing and complies with Section 11.1(b). 10.4 To the extent applicable, Borrower represents and warrants that it has, or will have at the time of transfer of any Collateral, the right to grant a first priority security interest therein subject to the terms and conditions hereof. 10.5 Borrower represents and warrants that it (or the person other than a natural person and to whom it relends the Loaned Securities) is purchasing this Agreement borrowing or will borrow Loaned Securities that are Equity Securities for the purpose of providing collateral security for making delivery of such Loaned Securities in the case of short sales, failure to receive securities required to be delivered, or as otherwise permitted pursuant to Regulation T as in effect from time to time. 10.6 Borrower and Lender may agree, as provided in Section 24.2, that Borrower shall not be deemed to have made the representation or warranty in subsection (a) with respect to any Loan. By entering into any such agreement, Lender shall be deemed to have represented and warranted to Borrower (which representation and warranty shall be deemed to be repeated on each day during the term of the Loan) that Lender is either (i) an “exempted borrower” within the meaning of Regulation T or (ii) a member of a national securities exchange or a broker or dealer registered with the United States U.S. Securities and Exchange Commission;Commission that is entering into such Loan to finance its activities as a market maker or an underwriter. (ii) 10.7 Lender represents and warrants that it has been informed and understands that has, or will have at the time of transfer is restricted by of any Loaned Securities, the right to transfer the Loaned Securities subject to the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution conditions hereof.

Representations. (a) Each party hereto The Company hereby represents and warrants to the other that as of the date hereofthat: (i) it the authorized signatory set forth on the signature page hereto has the power and authority to enter into execute this Agreement and to consummate bind the transactions contemplated herebyCompany to this Agreement and no further actions are required to bind the Company hereto; (ii) the Company has full corporate power and authority to enter into, execute and deliver this Agreement and (subject to the conditions stated herein) to perform fully its obligations hereunder; (iii) this Agreement has been duly authorized, executed and delivered, this Agreement constitutes a legal, valid delivered by the Company and binding obligation of each party hereto, and this Agreement is enforceable in accordance with the terms hereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; andBoard. (iiiiv) none of the execution and delivery of this Agreement and by the performance Company, the consummation by it of obligations hereunder do not and the transactions contemplated hereby or compliance by it with any of the provisions hereof will not constitute conflict with or result in a defaultbreach, breach or violation constitute a default (with or without notice of the terms lapse of time or provisions of its certificateboth) under any provision of, articles any trust agreement or charter of incorporation, declaration of trust, by-laws or any other agreement, instrument, mortgage, judgment, injunction instrument or order law applicable to it or its property or assets. (v) Except for any filings required under federal securities laws, no consent, approval or authorization of, or designation, declaration or filing with, any governmental authority on the part of its propertythe Company is required in connection with the valid execution and delivery of this Agreement. (b) The Trust further Each Preferred Stockholder represents and warrants to Principal Life each of the other Parties (but not to the other Preferred Stockholders) that: (i) it He or she owns beneficially (as such term is a person defined in Rule 13d-3 under the Exchange Act all of the Preferred Stock free and clear of, except pursuant to this Agreement, any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security interest, right of first refusal, or restriction of any kind, including any restriction on voting, transfer, or exercise of any other than a natural person and is purchasing this Agreement for the purpose attribute of providing collateral security for securities registered with the United States Securities and Exchange Commission;ownership. (ii) it He or she has full power and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully his or her obligations hereunder. This Agreement has been informed duly and understands that transfer is restricted validly executed and delivered by the terms of this Agreement; andhim or her. (iii) it (a) is solely responsible for determining whether None of the execution and delivery of this Agreement is suitable for by such Preferred Stockholder, the purpose intended; consummation by him or her of the transactions contemplated hereby or compliance by him or her with any of the provisions hereof will conflict with or result in a breach, or constitute a default (bwith or without notice of lapse of time or both) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciaryunder any provision of, agent any trust agreement or other representative agreement, instrument or law applicable to him or her or to his or her property or assets. (iv) Except for any filings required under federal securities laws, no consent, approval or authorization of, or designation, declaration or filing with, any governmental authority on the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other part of such Preferred Stockholder is required in connection with the valid execution hereofand delivery of this Agreement. No consent of a spouse is necessary under any “community property” or other laws in order for such Preferred Stockholder to enter into and perform his or her obligations under this Agreement.

Representations. (a) Each party hereto Third Avenue Trust, on behalf of TAVIX, hereby represents and warrants to the other that as of the date hereofCatalyst, solely with respect to itself or TAVIX, that: (ia) Third Avenue Trust is a Delaware Business Trust and that it has the power to enter into and perform its obligations under this Agreement on behalf of TAVIX, a registered investment company under the Investment Company Act of 1940, as amended. (b) The execution, delivery and to consummate the transactions contemplated herebyperformance by such TAVIX of this Agreement: (i) has been duly authorized by all necessary action on its part; (ii) this does not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) result in a breach or a violation of, or conflict with, any of the terms or provisions of which it is a party or pursuant to which any of its assets or property may be affected; and (iii) will not result in the violation of any applicable Law. (c) This Agreement has been duly authorized, executed and delivereddelivered by or on behalf of TAVIX and, this Agreement assuming due execution by Catalyst, constitutes a legal, valid and binding obligation of each party heretoTAVIX, and this Agreement is enforceable against it in accordance with the terms hereofits terms, subject only to (i) any limitation under applicable Laws relating to bankruptcy, insolvency and similar insolvency, arrangement or other laws of general application affecting the enforcement of creditors’ rights, and subject (ii) the discretion that a court may exercise in the granting of equitable remedies such as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; andspecific performance and injunction. (iiid) No consent, approval, order or authorization of, or declaration with, any Governmental Entity is required by or with respect to TAVIX or any of its affiliates in connection with the execution and delivery of this Agreement or the consummation of the transactions by TAVIX contemplated hereby, other than consents, approvals, or authorizations that may be required by any Securities Commissions. (e) TAVIX has, and on the Closing Date will have (regardless of the number of Rights that are exercised by the holders of Rights prior to the Expiry Time) sufficient funds to make and complete the payment for the Oversubscription Receipts in the amount set out in Section 2.2 and the performance availability of obligations hereunder do such funds is not and will not constitute be subject to the consent, approval or result authorization of any other Person(s), and TAVIX acknowledges that it may, if required by the Securities Commissions, in a defaultconjunction with Catalyst, breach or violation be required in accordance with Section 6.1 of National Instrument 45-101 — Rights Offerings, to deliver evidence of the terms foregoing to the Securities Commissions at or provisions prior to the time of its certificate, articles or charter filing of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its property. (b) The Trust further represents and warrants to Principal Life that: (i) it is a person other than a natural person and is purchasing this Agreement for the purpose of providing collateral security for securities registered Preliminary Prospectus with the United States Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereofCommissions.

Representations. (a) Each party hereto To induce the Lenders, Collateral Agent and Administrative Agent to enter into this Amendment, each Credit Party hereby represents and warrants to the Lenders, Collateral Agent and Administrative Agent that: 1. Each of Holdings and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (b) has all requisite power and authority to enter into this Amendment and to carry out the transactions contemplated hereby, and (c) is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had, and could not be reasonably expected to have, a Material Adverse Effect. 2. The execution, delivery and performance of this Amendment have been duly authorized by all necessary action on the part of each Credit Party that is a party thereto. 3. The execution, delivery and performance by Credit Parties of this Amendment and the consummation of the transactions contemplated hereby do not and will not (a) violate any provision of any law or any governmental rule or regulation applicable to Holdings or any of its Subsidiaries, any of the Organizational Documents of Holdings or any of its Subsidiaries, or any order, judgment or decree of any court or other that agency of government binding on Holdings or any of its Subsidiaries; (b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Holdings or any of its Subsidiaries; (c) result in or require the creation or imposition of any Lien upon any of the properties or assets of Holdings or any of its Subsidiaries (other than any Liens created under any of the Credit Documents in favor of Collateral Agent, on behalf of Secured Parties); or (d) require any approval of stockholders, members or partners or any approval or consent of any Person under any Contractual Obligation of Holdings or any of its Subsidiaries, except for such approvals or consents which will be obtained on or before the date hereof and disclosed in writing to Lenders. 4. The execution, delivery and performance by Credit Parties of this Amendment and the consummation of the transactions contemplated hereby do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority. 5. This Amendment has been duly executed and delivered by each Credit Party and is the legally valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability. 6. After giving effect to this Amendment, the representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof: (i) it has , except to the power to enter into this Agreement and to consummate the transactions contemplated hereby; (ii) this Agreement has been duly authorized, executed and delivered, this Agreement constitutes a legal, valid and binding obligation of each party hereto, and this Agreement is enforceable in accordance with the terms hereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; and (iii) the execution and delivery of this Agreement and the performance of obligations hereunder do not and will not constitute or result in a default, breach or violation of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its property. (b) The Trust further represents and warrants to Principal Life that: (i) it is a person other than a natural person and is purchasing this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make extent such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date, and, other than the Agreement Holder Designated Defaults, no Default or Event of Default has occurred and Principal Life in this Agreement shall be considered to have been relied upon by is continuing as of the other in connection with the execution date hereof.

Representations. (a) Each party hereto The Company represents and warrants to the other that as of the date hereof: (i) it has the power to enter into this Agreement and to consummate the transactions contemplated hereby; (ii) this Agreement has been duly authorizedauthorized by all necessary corporate action and, when executed and delivered, this Agreement constitutes a shall constitute the legal, valid and binding obligation of each party heretothe Company, enforceable in accordance with its terms; (ii) it has established the Cova Variable Life Account Ten (the "Account"), which is a duly authorized and established separate account under California insurance law, is exempt from being registered as a unit investment trust under the Investment Company Act of 1940 (the "1940 Act"), and this Agreement will serve as an investment vehicle for the Contracts; (iii) each Contract provides for the allocation of net amounts received by the Company to an Account for investment in the shares of one or more specified investment companies selected among those companies available through the Account to act as underlying investment media; (iv) selection of a particular investment company is enforceable made by the Contract owner under a particular Contract, who may change such selection from time to time in accordance with the terms hereof, subject to of the applicable bankruptcy, insolvency Contract; and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; and (iiiv) the execution and delivery activities of the Company contemplated by this Agreement and the performance of obligations hereunder do not and will not constitute or result comply in a default, breach or violation of the terms or all material respects with all provisions of its certificate, articles or charter of incorporation, declaration of trust, by-federal and state securities laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its propertysuch activities. (b) The Trust further ACIM represents and warrants to Principal Life that: that (i) it is a person other than a natural person and is purchasing this Agreement for has been duly authorized by all necessary corporate action and, when executed and delivered, shall constitute the purpose legal, valid and binding obligation of providing collateral security for securities registered ACIM, enforceable in accordance with the United States Securities and Exchange Commission; its terms; (ii) it has been informed the investments of the Funds will at all times be adequately diversified within the meaning of Section 817(h) of the Internal Revenue Service Code of 1986, as amended (the "Code"), and understands the regulations thereunder, and that transfer at all times while this Agreement is restricted in effect, all beneficial interests in each of the Funds will be owned by one or more insurance companies' segregated asset accounts or by any other party permitted under Section 1.817-5(f)(3) of the terms of this AgreementRegulations promulgated under the Code; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for each Fund has elected to be taxed as a "regulated investment company" under Subchapter M of the purpose intendedCode; (biv) has carefully read this Agreement (including the Annex) before signing this Agreementprospectus of each Fund complies in all material respects with federal and state securities laws; (cv) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreementshares of the Issuer are registered and authorized for sale in accordance with all federal and state securities laws; and (dvi) has received or had access it is duly registered and licensed under all applicable federal and state securities laws where the failure to such additional information as it deemed necessary in connection with be so registered would have a material adverse effect on its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereofbusiness.

Representations. (a) Each party hereto represents of BMP, BMPS2 and warrants Univision represent and warrant to the other Televisa and Pay-TV that as of the date hereof: (i) all corporate and limited liability company action necessary for the authorization, execution, and delivery of this Amendment by it has the power to enter into this Agreement have been taken and to consummate the transactions contemplated hereby; obtained; (ii) this Agreement Amendment has been duly authorized, and validly executed and delivereddelivered by it and (assuming due authorization, this Agreement constitutes a legal, execution and delivery by the other Parties hereto) shall be valid and legally binding obligation of each party heretoupon it and enforceable against it, and this Agreement is enforceable in accordance with except to the terms hereof, subject to applicable bankruptcyextent the enforceability thereof may be limited by bankruptcy laws, insolvency and similar laws, reorganization laws, moratorium laws or other laws of general applicability affecting creditors’ rights, and subject as to enforceability to rights generally or by general equitable principles of equity, (regardless of whether enforcement is sought in a proceeding in equity or at law); and and (iii) the its execution and or delivery of this Agreement and the performance of obligations hereunder do Amendment does not and will not constitute conflict with or result in a default, breach or violation of the terms or provisions violate any provision of its certificate, articles or charter of incorporation, declaration of trust, by-laws organizational documents or any agreementother agreements or binding arrangements entered into by and among BMP, instrumentBMPS2, mortgageUnivision, judgment, injunction or order applicable to it their respective subsidiaries or any of its propertythe Principal Investors and any of their respective shareholders or Affiliates. (b) The Trust further represents Each of Televisa and warrants Pay-TV represent and warrant to Principal Life that: BMP, BMPS2 and Univision that (i) it is a person other than a natural person all corporate and is purchasing this Agreement limited liability company action necessary for the purpose authorization, execution, and delivery of providing collateral security for securities registered with the United States Securities this Amendment by it have been taken and Exchange Commission; obtained; (ii) it this Amendment has been informed duly and understands that transfer is restricted validly executed and delivered by it and (assuming due authorization, execution and delivery by the terms other Parties hereto) shall be valid and legally binding upon it and enforceable against it, except to the extent the enforceability thereof may be limited by bankruptcy laws, insolvency laws, reorganization laws, moratorium laws or other laws of this Agreementgeneral applicability affecting creditors’ rights generally or by general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law); and and (iii) it (a) is solely responsible for determining whether its execution or delivery of this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; Amendment does not and (d) has received will not conflict with or had access to such additional information as it deemed necessary in connection with violate any provision of its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereoforganizational documents.

Representations. (a) Each party to this Agreement hereby makes the following representations and warranties, which shall continue during the term of any Loan hereunder: 9.1 Each party hereto represents and warrants to the other that as of the date hereof: (ia) it has the power to execute and deliver this Agreement, to enter into this Agreement the Loans contemplated hereby and to consummate the transactions contemplated hereby; perform its obligations hereunder; (iib) this Agreement it has been duly authorizedtaken all necessary action to authorize such execution, executed delivery and delivered, performance; and (c) this Agreement constitutes a legal, valid and binding obligation of each party hereto, and this Agreement is enforceable against it in accordance with its terms. 9.2 Each party hereto represents and warrants that the terms hereofexecution, subject to applicable bankruptcy, insolvency delivery and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; and (iii) the execution and delivery performance by it of this Agreement and each Loan hereunder will at all times comply with all applicable laws and regulations including those of applicable regulatory and self-regulatory organizations. 9.3 Each party hereto represents and warrants that it has not relied on the performance other for any tax or accounting advice concerning this Agreement and that it has made its own determination as to the tax and accounting treatment of obligations hereunder do not any Loan and any dividends, remuneration or other funds received hereunder. 9.4 Borrower represents and warrants that it is acting for its own account. Lender represents and warrants that it is acting for its own account unless it expressly specifies otherwise in writing and complies with Section 10.3(b). 9.5 Borrower represents and warrants that (a) has, or will not constitute or result in have at the time of transfer of any Collateral, the right to grant a default, breach or violation of first security interest therein subject to the terms or provisions of its certificateand conditions hereof, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its property. and (b) The Trust further represents and warrants it (or the person to Principal Life that: whom it relends the Loaned Securities) is borrowing or will borrow the Loaned Securities (iexcept for Loaned Securities that qualify as "exempted securities" under Regulation T of the Board of Governors of the Federal Reserve System) it is a person other than a natural person and is purchasing this Agreement for the purpose of providing collateral security for making delivery of such securities registered with in the United States case of short sales, failure to receive securities required to be delivered, or as otherwise permitted pursuant to Regulation T as in effect from time to time. 9.6 Lender represents and warrants that it has, or will have at the time of transfer of any Loaned Securities, the right to transfer the Loaned Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by subject to the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution conditions hereof.

Representations. (a) Each party hereto represents of BofI, Participant and warrants Servicer (and Guarantor, solely with respect to Sections 9(a)(i) through (iii)) represents, warrants, acknowledges and agrees to and with the other that others, as of the date hereof, and as of each Purchase Date, that: (i) it It is duly organized and validly existing under the laws of its jurisdiction of organization or incorporation, has the banking, corporate or company power and authority, and has taken all action necessary, to enter into execute, deliver and perform this Agreement and all documents required to be executed and delivered by it in connection herewith, to fulfill its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby;hereby and thereby. (ii) The making and performance by it of this Agreement has and all documents required to be executed and delivered by it in connection herewith, and fulfillment of its obligations hereunder and thereunder, do not violate any Applicable Law or any writ, order, judgment, injunction, decree or determination applicable to it, or constitute a breach or default of any material agreement to which it is a party or by which it is bound, or contravene any provision of any document under which it was organized, and all authorizations, consents, orders, approvals, registrations or declarations required to be obtained from any Regulatory Authority in connection with the making and performance by it of this Agreement and all documents required to be executed and delivered by it in connection herewith, and fulfillment of its obligations hereunder and thereunder, have been obtained. (iii) This Agreement and all documents required to be executed hereunder on or before the date hereof or such Purchase Date, as applicable, have been duly and validly authorized, executed and delivered, this Agreement constitutes a delivered by it and constitute its legal, valid and binding obligation of each party heretoobligations, and this Agreement is enforceable in accordance with the terms hereof, (subject to applicable any bankruptcy, insolvency and insolvency, reorganization, restructuring, moratorium or similar laws affecting creditors’ rightsrights generally and to a court’s discretion in relation to equitable remedies) against it in accordance with the respective terms hereof and thereof. (iv) Another Party or such other Party’s Affiliates may be in possession of information concerning one or more Accounts or Accountholders (the “Information”) which may not be known to it, and subject the other Party shall have no liability whatsoever to it based on such other Party’s or any of such other Party’s Affiliate’s knowledge, use, possession or nondisclosure of the Information, and it waives and releases any claims that it might have against the other Party and such other Party’s Affiliates with respect to the nondisclosure of the Information in connection with the purchase and sale of Participations hereunder and the transactions described herein; provided, however, that the foregoing shall not in any way impair or limit the express representations and warranties (if any) made by the other Party or such other Party’s Affiliates hereunder or under the PMA or the obligations (if any) of the other Party or such other Party’s Affiliates hereunder or thereunder. (v) It (i) is a sophisticated Person with respect to the purchase or sale of the Participations (as applicable) and the retention of the Retained Receivables or assumption of the Assumed Obligations (as applicable), (ii) has adequate information concerning the financial condition of the Accountholders to enforceability to general principles make an informed decision regarding the purchase or sale of equity, regardless the Participations (as applicable) and the retention of whether enforcement is sought in a proceeding in equity the Retained Receivables or at law; and the assumption of the Assumed Obligations (as applicable) and (iii) has independently and without reliance upon the execution other Party or such other Party’s Affiliates, and delivery based on such information as it has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that it has relied upon the express representations, warranties, covenants and indemnities of the other Parties set forth in this Agreement and the performance PMA. (vi) No Party or Affiliate of obligations hereunder do not and will not constitute such Party has given to any other Party any investment, tax or result in a default, breach accounting advice or violation opinion on whether the purchase or sale of any Participation or the retention of the terms Retained Receivables or provisions assumption of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its propertythe Assumed Obligations (as applicable) is prudent. (b) The Trust BofI further represents, warrants and acknowledges and agrees to and with Participant as of each Purchase Date that immediately prior to the sale of Participations to be sold on such Purchase Date, BofI is the legal and beneficial owner of and has good title to the Accounts and Receivables, free and clear of any mortgage, pledge, lien, security interest, charge, hypothecation, security agreement, security arrangement or encumbrance or other adverse claim against title of any kind; any purchase, option, call or put agreement or arrangement(except this Agreement); any prior sale, transfer, assignment or participation by BofI; or any agreement to create or effect any of the foregoing (other than this Agreement). (c) Participant further represents, warrants, acknowledges and agrees to and with BofI as of each Purchase Date, and as of each date on which any amount of Loan Participation Cash Flow is to be paid or delivered to Participant, that Participant is entitled to receive any payments and distributions to be made to it hereunder without the withholding of any tax. (d) Without characterizing any Participation as a “security” within the meaning of Securities Act of 1933 (the “Act”) or any state “blue sky” law, Participant represents to BofI that it is acquiring each Participation solely for its own account for investment purposes only and warrants with no present intention of selling or distributing the same publicly or making any further distribution thereof in violation of the Act; provided, however, the Participant may Transfer (as defined below) any Participation if such Transfer is in accordance with the Act, such laws and the provisions of this Agreement. (e) Except as expressly provided in this Agreement, none of the Parties make any representations or warranties, express or implied, with respect to Principal Life the transactions contemplated herein. BofI and Participant acknowledge that: : (i) it the sale of any Participation pursuant to this Agreement (A) is irrevocable, (B) is intended by BofI and Participant to be a person true sale of BofI’s right, title and interest in and to the Participated Receivables to the extent of such Participation sold hereunder and shall be treated as such for accounting purposes by BofI and Participant, (C) is not intended to be a lending transaction or extension of credit from Participant to BofI and (D) is intended to transfer and convey risk of loss to the extent of each Participation from BofI to Participant (other than a natural person and is purchasing this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange Commission; as expressly provided herein); (ii) it has been informed the amount of the Purchase Price for any Participation is equal to or greater than the fair value of such Participation as of the applicable Purchase Date; and understands that transfer is restricted by the terms of this Agreement; and (iii) it neither BofI nor Participant shall have any recourse to one another (aor in BofI’s case, to Guarantor) is solely responsible for determining whether with respect to this Agreement is suitable for or any Participation sold pursuant thereto, except as expressly provided herein. Without limiting the purpose intended; foregoing, BofI shall have no liability for, and Participant will have no recourse (bcredit or otherwise) has carefully read this Agreement (including to BofI with respect to, the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries performance of any Participation except as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereofexpressly provided herein.

Representations. (a) Each party hereto To induce Servicer and Purchaser to enter into this Waiver and Consent, Borrower represents and warrants to each that: (a) all of its representations and warranties in the other that applicable Transaction Documents are: (i) true and correct as of the date hereof: of this Waiver and Consent, (iii) it has the power to enter ratified and confirmed without condition as if made anew, and (iii) incorporated into this Agreement Waiver and to consummate the transactions contemplated herebyConsent by reference; (iib) no Event of Default or event that, with the passage of time or the giving of notice or both, would constitute an Event of Default, exists under any Transaction Document that will not be cured by the execution and effectiveness of this Waiver and Consent; (c) no consent, approval, order or authorization of, or registration or filing with, any third party is required in connection with the execution, delivery and carrying out of this Waiver and Consent or, if required, has been obtained; and (d) this Agreement Waiver and Consent has been duly authorized, executed and delivered, this Agreement delivered so that it constitutes a the legal, valid and binding obligation of each party heretothe Borrower, and this Agreement is enforceable in accordance with its terms. The Borrower confirms that the terms hereofobligations arising under the applicable Transaction Documents remain outstanding without defense, subject to applicable bankruptcyset off, insolvency counterclaim, discount or charge of any kind as of the date of this Waiver and similar laws affecting creditors’ rightsConsent. The Borrower further confirms that any collateral for the obligations arising under the Transaction Documents, including liens, security interests, mortgages, and subject as to enforceability to general principles of equitypledges granted by the Borrower or third parties (if applicable), regardless of whether enforcement is sought shall continue unimpaired and in a proceeding in equity or at law; and (iii) the execution full force and delivery of this Agreement effect, and the performance of obligations hereunder do not shall cover and will not constitute or result in a default, breach or violation secure all of the terms or provisions of its certificateBorrower’s existing and future obligations to Servicer and Purchaser, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its propertyas modified by this Waiver and Consent. (b) The Trust further represents and warrants to Principal Life that: (i) it is a person other than a natural person and is purchasing this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereof.

Representations. (a) Each party of the Parties hereto represents and warrants to the other Parties that as of the date hereof: (i) it such Party has the power requisite power, authority, and capacity to enter into execute, deliver, and perform its obligations under this Agreement and the Amended Agreements and to consummate the transactions contemplated hereby; hereby and thereby, (ii) the execution, delivery, and performance of this Agreement has and each of the Amended Agreements and the consummation of the transactions contemplated hereby and thereby by such Party have been duly authorizedand validly authorized by all necessary actions in respect thereof, (iii) this Agreement and the Amended Agreements have been duly executed and delivereddelivered by such Party and, assuming the due execution and delivery by the other parties hereto and thereto, this Agreement constitutes a legalconstitutes, and the Amended Amendments constitute, valid and binding obligation obligations of each party heretosuch Party (to the extent applicable), and this Agreement is enforceable against such Party in accordance with its and their terms, except as the terms hereof, subject to enforceability hereof or thereof may be limited by any applicable bankruptcy, insolvency and insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rightsthe enforcement of creditor’s rights generally and as limited by the availability of specific performance and other equitable remedies or applicable equitable principles, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; and (iiiiv) the execution execution, delivery, and delivery performance of this Agreement and the performance Amended Agreements and the consummation of obligations hereunder the transactions contemplated hereby and thereby by such Party do not and will not constitute or result in a defaultviolate any governing documents of such Party, breach or violation of the terms or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction covenants or order applicable to it or any of its propertyother restrictions placed upon such Party. (b) The Trust further Each of the Parties represents and warrants to Principal Life that: the other Parties that (i) it is a person other than a natural person such Party has conducted its own investigation and is purchasing review of the transactions contemplated by this Agreement, including but not limited to the Buyout Amount and the payment of the Buyout Amount to the NARCO Asbestos Trust, (ii) such Party has come to its own determination, with the assistance of such Party’s advisors, consultants and experts, that the transactions contemplated by this Agreement for are fair and reasonable in all respects and, with respect to the purpose non-Honeywell Parties, the Buyout Amount is reasonably likely to put the NARCO Asbestos Trust in a financial position to pay all claimants the full liquidated value of providing collateral security for securities registered their claims and to continue to value and pay similar claims in substantially the same manner, and (iii) such Party is not relying on any other Party or any other Party’s agents in connection with the United States Securities determinations or matters referred to in Sections 7(b)(i) and Exchange Commission;7(b)(ii) above. (c) Honeywell represents and warrants to each non-Honeywell Party that (i) as of the Agreement Date, Honeywell has available to it or has the ability to obtain, and at the Closing, Honeywell will have available to it, on an unconditional basis, the financial capability and adequate unrestricted cash on hand necessary and sufficient to pay the Buyout Amount and (ii) it has been informed and understands that transfer is restricted by the terms not a condition to Closing, or to any of its other obligations under this Agreement; and , that Honeywell (iiiA) it (a) is solely responsible for determining whether this Agreement is suitable obtain financing for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing transactions contemplated by this Agreement; , or (cB) has had a reasonable opportunity reach any other agreement with any third party, including but not limited to make such inquiries as it deemed necessary prior to signing this Agreement; and Xxxxxxxxx’s insurers. (d) The NARCO Asbestos Trust represents and warrants to the other Parties that (i) the NARCO Asbestos Trusts is the record and beneficial owner of, and has received good and valid title to, 790 shares of common stock, par value $0.01, of HWI, free and clear of any liens, other than as set forth in the HWI Governance Documents, the Cooperation Agreement and restrictions on transfer arising under applicable securities laws, and (ii) none of the HWI Interest is subject to any voting trust or had access other agreement, arrangement or restriction with respect to such additional information the voting or the transfer of the HWI Interest, except as it deemed necessary set forth in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent the Cooperation Agreement or other representative for in the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereofHWI Governance Documents.

Representations. (a) Each party to this Agreement hereby makes the following representations and warranties, which shall continue during the term of any Loan hereunder: 9.1 Each party hereto represents and warrants to the other that as of the date hereof: (ia) it has the power to execute and deliver this Agreement, to enter into this Agreement the Loans contemplated hereby and to consummate the transactions contemplated hereby; perform its obligations hereunder; (iib) this Agreement it has been duly authorizedtaken all necessary action to authorize such execution, executed delivery and delivered, performance; and (c) this Agreement constitutes a legal, valid and binding obligation of each party hereto, and this Agreement is enforceable against it in accordance with its terms. 9.2 Each party hereto represents and warrants that the terms hereofexecution, subject to applicable bankruptcy, insolvency delivery and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; and (iii) the execution and delivery performance by it of this Agreement and each Loan hereunder will at all times comply with all applicable laws and regulations including those of applicable regulatory and self-regulatory organizations. 9.3 Each party hereto represents and warrants and that it has not relied on the performance other for any tax or accounting advice concerning this Agreement and that it has made its own determination as to the tax and accounting treatment of obligations hereunder do not any Loan and any dividends, remuneration or other funds received hereunder. 9.4 Borrower represents and warrants that it is acting for its own account. Lender represents and warrants that it is acting for its own account unless it expressly specifies otherwise in writing and complies with Section 10.3(b). 9.5 Borrower represents and warrants that (a) it has, or will not constitute or result in have at the time of transfer of any Collateral, the right to grant a default, breach or violation of first security interest therein subject to the terms or provisions of its certificateand conditions hereof, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its property. and (b) The Trust further represents and warrants it (or the person to Principal Life that: whom it relends the Loaned Securities) is borrowing or will borrow the Loaned Securities (iexcept for Loaned Securities that quality as "exempted securities" under Regulation T of the Board of Governors of the Federal Reserve System) it is a person other than a natural person and is purchasing this Agreement for the purpose of providing collateral security for making delivery of such securities registered with in the United States case of short sales, failure to receive securities required to be delivered, or as otherwise permitted pursuant to Regulation T as in effect from time to time. 9.6 Lender represents and warrants that it has, or will have at the time of transfer of any Loaned Securities, the right to transfer the Loaned Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by subject to the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution conditions hereof.

Representations. (a) Each party hereto In order to induce the Lenders and Agent to execute and deliver this Amendment, each of the Borrower and Guarantors, represents and warrants as of the Amendment Effective Date (after giving effect hereto) as follows: a. it is duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; b. the execution, delivery and performance by it of this Amendment and the Credit Agreement, as amended hereby are within its powers, have been duly authorized, and do not contravene (A) its charter, articles, by-laws, or other organizational documents, or (B) any Applicable Law; c. except as expressly set forth in this Amendment or the Credit Agreement, as amended hereby, no consent, license, permit, approval or authorization of, or registration, filing or declaration with any Governmental Authority, is required to be obtained or made by it in connection with the other execution, delivery, performance, validity or enforceability of this Amendment or the Credit Agreement, as amended hereby; d. this Amendment has been duly executed and delivered by it and is effective to amend the Credit Agreement, as contemplated by the amendment provisions thereof; e. each of this Amendment and the Credit Agreement, as amended hereby constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity; f. no event has occurred and is continuing, or will occur after giving effect to this Amendment, that constitutes a Default or an Event of Default, or an event which with notice or lapse of time or both would constitute a Default or an Event of Default; and g. each of its respective representations and warranties set forth in the Credit Agreement is true and correct in all material respects as of the date hereof: (i) it has the power , after giving effect to enter into this Agreement Amendment, as though made on and to consummate the transactions contemplated hereby; (ii) this Agreement has been duly authorized, executed and delivered, this Agreement constitutes a legal, valid and binding obligation of each party hereto, and this Agreement is enforceable in accordance with the terms hereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; and (iii) the execution and delivery of this Agreement and the performance of obligations hereunder do not and will not constitute or result in a default, breach or violation of the Amendment Effective Date (unless any such representation or warranty by its terms expressly relates to an earlier date, in which case such representation or provisions warranty is true and correct in all material respects on and as of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its propertysuch earlier date). (b) The Trust further represents and warrants to Principal Life that: (i) it is a person other than a natural person and is purchasing this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereof.

Representations. 9.1 The Client represents, warrants and undertakes to CAAM that: (a) Each party hereto represents and warrants to the other that as of the date hereof: (i) it has the power to enter into this Agreement agreement and to consummate enter into the transactions contemplated herebythis agreement contemplates, and that this agreement has been duly authorised, executed and delivered by the Client and constitutes its valid and binding obligation, enforceable against the Client (including these to be entered into by CAAM as its agent) and neither the Client’s entry into this agreement nor the exercise by CAAM of its discretions or powers under this agreement will violate, or result in any default under, any contract or other agreement or instrument to which the Client is a party, or any statute or rule, regulation or order of any government agency or body applicable to the Client; (iib) it has obtained all requisite consents and approvals to its entry into this Agreement agreement; (c) it shall not deal, except through CAAM, with any of the investments in the Portfolio or authorise anyone else so to deal; (d) any information which it has been duly authorizedprovided to CAAM in relation to its status including, executed in particular, its residence and delivereddomicile for taxation purposes, this Agreement constitutes a legal, valid is complete and binding obligation of each party hereto, correct in all material respects and this Agreement the Client agrees to provide any further information properly required by any competent authority; (e) it shall notify CAAM forthwith if there is enforceable any material change in accordance with the terms hereof, subject any information referred to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at lawparagraph (d); and (iiif) the execution Portfolio is and delivery shall during the continuance of this Agreement agreement remain beneficially owned by the Client free from all liens, charges, options, encumbrances and third party rights whatsoever, other than any such encumbrances and rights which are referred to in Schedule 1 or which are validly created or conferred by CAAM on behalf of the performance Client in accordance with this agreement. 9.2 CAAM represents, warrants and undertakes to the Client that it has power to enter into this agreement and to enter into the transactions this agreement contemplates, and that this agreement has been duly authorised, executed and delivered by CAAM and constitutes its valid and binding obligation, enforceable against CAAM and neither CAAM’s entry into this agreement nor the exercise by CAAM of obligations hereunder do not and its discretions or powers under this agreement will not constitute violate, or result in any default under, any contract or other agreement or instrument to which CAAM is a defaultparty, breach or violation of the terms a statute or provisions of its certificaterule, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction regulation or order of any government, agency or body applicable to it or any of its propertyCAAM. (b) The Trust further represents and warrants to Principal Life that: (i) it is a person other than a natural person and is purchasing this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereof.

Representations. (a) Each party hereto The Borrower represents and warrants to the other that Lender as follows: (i) the covenants, representations and warranties of the Borrower as set forth in the Loan Agreement are hereby made again as of the date hereof and are true and correct in all respects as of the date hereof: (i) it has , except to the power extent such covenants, representations and warranties relate solely to enter into this Agreement an earlier date, in which case such covenants, representations and to consummate the transactions contemplated hereby; warranties were true and correct in all respects as of such date, (ii) this Agreement has been duly authorizedas of the date hereof, executed and deliveredthere is no Event of Default in existence, this Agreement constitutes a legalor any other act, valid and binding obligation of each party heretoomission, and this Agreement is enforceable in accordance matter or other occurrence whatsoever which, with the terms hereofgiving of notice or the passage of time, subject or both, would give rise to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles or constitute an Event of equity, regardless of whether enforcement is sought in a proceeding in equity or at lawDefault; and (iii) the execution Borrower has (a) full power, authority and delivery legal right to own and operate all of this Agreement its properties and the performance of obligations hereunder do not assets and will not constitute or result in a defaultto carry on its respective business as now conducted and as proposed to be conducted; and (b) all requisite corporate power and authority to execute, breach or violation deliver and fully perform all of the terms or provisions and conditions of this Amendment and all other agreements, documents and instruments contemplated hereby; and (vi) the Borrower shall (a) ensure, and cause all of its certificateSubsidiaries to ensure, articles that no person who owns a controlling interest in or charter of incorporationotherwise controls the Borrower, declaration of trust, by-laws any guarantor or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or subsidiary of any of its property. them is or shall be listed on the Specially Designated Nationals and Blocked Person List or other similar lists maintained by the Office of Foreign Assets Control (“OFAC”), the Department of the Treasury or included in any Executive Orders, (b) The Trust further represents not use or permit the use of the proceeds of any loans to violate any of the foreign asset control regulations of OFAC or any enabling statute or Executive Order relating thereto, and warrants to Principal Life that: (i) it is a person other than a natural person and is purchasing this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity comply, and cause any subsidiary to make such inquiries comply, with all applicable Bank Secrecy Act laws and regulations, as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone elseamended. All representations and warranties contained in this Amendment shall survive the execution and delivery hereof and any investigation made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereofLender or its agents or representatives.

Representations. (a) Each party hereto represents and warrants to the other that as of the date hereof:- (ia) it is duly authorised to execute and deliver this Agreement, to enter into the Transactions contemplated hereunder and to perform its obligations hereunder and thereunder and has taken all necessary action to authorise such execution, delivery, and performance. (b) it will engage in this Agreement and the Transactions contemplated hereunder as principal. (c) the person signing this Agreement on its behalf is, and any person representing it in entering into a Transaction will be, duly authorized to do so on its behalf. (d) it has the power to enter into obtained all authorizations of any governmental or regulatory body required in connection with this Agreement and to consummate the transactions Transactions contemplated hereby;hereunder and such authorizations are in full force and effect. (iie) this Agreement has been duly authorizedThe execution, executed and delivered, this Agreement constitutes a legal, valid and binding obligation of each party heretodelivery, and this Agreement is enforceable in accordance with the terms hereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; and (iii) the execution and delivery performance of this Agreement and the performance of obligations Transactions contemplated hereunder do not and will not constitute or result in a defaultviolate any law, breach or violation of the terms or provisions of its certificateordinance, articles or charter of incorporation, declaration of trustcharter, by-laws law, or any agreement, instrument, mortgage, judgment, injunction or order rule applicable to it or any agreement by which it is bound or by which any of its propertyassets are affected. (bf) The Trust further represents it has satisfied itself and warrants will continue to Principal Life that:satisfy itself as to the tax implications of the Transactions contemplated hereunder. (g) in connection with this Agreement and each Transaction - (i) unless there is a written agreement with the other party to the contrary, it is a person not relying on any advice (whether written or oral) of the other party, other than a natural person and is purchasing the representations expressly set out in this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange Commission;Agreement. (ii) it has been informed made and understands that transfer is restricted by will make its own decisions regarding the terms entering into of this Agreement; andany Transaction based upon its own judgment and upon advice from such professional advisers as it has deemed it necessary to consult. (iii) it understands the terms, conditions, and risks of each Transaction and is willing to assume (afinancially and otherwise) is solely responsible for determining whether this Agreement is suitable for those risks. (h) at the purpose intended; (b) has carefully read this Agreement (including time of transfer to the Annex) before signing this Agreement; (c) has had a reasonable opportunity other party of any Securities, it will have the full and unqualified right to make such inquiries transfer and that upon such transfer of Securities the other party will receive all right, title, and interest in and to those Securities free of any lien (other than a lien granted to the operator of the clearance system through which the Securities are transferred), claim, charge, or encumbrance. On the date on which any Transaction is entered into pursuant hereto, and on each day on which Securities are to be transferred under any Transaction, Buyer, and Seller shall each be deemed to repeat all the foregoing representations. For the avoidance of doubt and notwithstanding any arrangements which Seller or Buyer may have with any third party, each party will be liable as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing a principal for its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in under this Agreement shall be considered to have been relied upon by the other in connection with the execution hereofand each Transaction.

Representations. (a) Each party hereto The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that: 3.1. The Borrower is in compliance with all of the terms, covenants and conditions of the Credit Agreement, as amended by this Amendment, and all of the terms, covenants and conditions of each of the other Loan Documents. 3.2. There exists no Default or Event of Default. 3.3. The representations and warranties contained in Article IV of the Credit Agreement are, except to the extent that they relate solely to an earlier date, true with the same effect as of though such representations and warranties had been made on the date hereof:. 3.4. The Borrower has full corporate or other organizational power and authority to execute, deliver and perform its obligations under this Amendment and the Replacement Revolver Notes (ias hereinafter defined) it has the power to enter into this Agreement and to consummate incur the transactions contemplated hereby; (ii) this Agreement has obligations provided for herein and therein, all of which have been duly authorizedauthorized by all proper and necessary corporate action. No consent or approval of the stockholders of the Borrower which has not been obtained and no consent or approval of, executed notice to or filing with, any public authority which has not been obtained or made is required as a condition to the validity of this Amendment or the Replacement Revolver Notes. 3.5. This Amendment and delivered, this Agreement constitutes a legal, the Replacement Revolver Notes constitute the valid and legally binding obligation obligations of each party heretothe Borrower, and this Agreement is enforceable in accordance with their respective terms, except as the terms hereof, subject to applicable enforceability hereof or thereof may be limited by bankruptcy, insolvency and insolvency, or similar laws affecting creditors’ rights, and subject as to enforceability to rights generally or by general principles of equity, equity (regardless of whether enforcement such enforceability is sought considered in a proceeding at law or in equity equity). 3.6. There are no actions, suits, proceedings or at law; and investigations pending or, so far as the officers of the Borrower know, threatened before any court or administrative agency that, in the opinion of the officers of the Borrower, will materially adversely affect (iiii) the financial condition or operations of the Borrower, or (ii) the ability of the Borrower to execute or deliver this Amendment or the Replacement Revolver Notes, or to carry out the terms of the Credit Agreement, as amended by this Amendment, or the Replacement Revolver Notes. 3.7. There is no charter, by-law, or other organizational document provision of the Borrower and no provision of any existing mortgage, lease, indenture, contract, or agreement binding on the Borrower or affecting its property that would conflict with or in any way prevent the execution and or delivery of this Agreement and Amendment or the performance of obligations hereunder do not and will not constitute Replacement Revolver Notes, or result in a default, breach or violation the carrying out of the terms of the Credit Agreement, as amended by this Amendment, or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its propertythe Replacement Revolver Notes. (b) The Trust further represents and warrants to Principal Life that: (i) it is a person other than a natural person and is purchasing this Agreement for the purpose of providing collateral security for securities registered with the United States Securities and Exchange Commission; (ii) it has been informed and understands that transfer is restricted by the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent or other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereof.

Representations. (a) Each party hereto The Standby Purchaser represents and warrants to Lorus that: (a) the other that as Standby Purchaser is legally competent to execute this Agreement and to take all actions pursuant hereto. (b) The execution, delivery and performance by the Standby Purchaser of the date hereofthis Agreement: (i) it has the power to enter into this Agreement and to consummate the transactions contemplated herebybeen duly authorized by all necessary action on its part; (ii) this does not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) result in a breach or a violation of, or conflict with, any of the terms or provisions of any material agreement or instrument to which the Standby Purchaser is a party; and (iii) will not result in the violation of any applicable Law. (c) This Agreement has been duly authorized, executed and delivered, this Agreement delivered by the Standby Purchaser and constitutes a legal, valid and binding obligation of each party heretothe Standby Purchaser, and this Agreement is enforceable against it in accordance with the terms hereofits terms, subject only to: (i) any limitation under applicable Laws relating to applicable bankruptcy, insolvency and similar insolvency, arrangement or other laws of general application affecting the enforcement of creditors’ rights, and subject as to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; and (iiiii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction. (d) No consent, approval, order or authorization of, or declaration with, any Governmental Entity is required by or with respect to the Standby Purchaser in connection with the execution and delivery of this Agreement and or the performance of obligations hereunder do not and will not constitute or result in a default, breach or violation consummation of the terms transactions by the Standby Purchaser contemplated hereby, other than consents, approvals, or provisions of its certificate, articles or charter of incorporation, declaration of trust, by-laws or authorizations that may be required by any agreement, instrument, mortgage, judgment, injunction or order applicable to it or any of its propertySecurities Commissions. (be) The Trust further represents Standby Purchaser will provide to Lorus at least three Business Days prior to the filing of the Final Prospectus with the Securities Commissions evidence in the form of a letter addressed to the applicable Securities Commissions or such other documentation as may be reasonably required by them, that the Standby Purchaser has the financial ability to carry out the “standby commitment” (as defined under National Instrument 45-101 - Rights Offerings of the Canadian Securities Administrators (“NI 45-101”)) constituted by this Agreement, as required by Part 6 of NI 45-101. (f) The Standby Purchaser will exercise its Basic Subscription Privilege in full. (g) Subject to the provisions of this Agreement, the Standby Purchaser has had access to such information concerning Lorus as the Standby Purchaser has considered necessary to enter into this Agreement and warrants to Principal Life that:undertake its obligations hereunder. (h) The Standby Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares that the Standby Purchaser is obligated to purchase pursuant to Section 2.2 (subject to the provisions hereof) and is able to bear the economic risks of such investment. (i) it is a person If required under applicable Laws or Securities Laws or under the rules and policies of the TSX, the Standby Purchaser will execute, deliver and file and otherwise assist Lorus in filing such required reports and such other than a natural person required documents with respect to the issue of the Rights, Units and is purchasing this Agreement for the purpose of providing collateral security for securities registered with the United States Securities Standby Units, provided that Lorus acknowledges and Exchange Commission; (ii) agrees that it has been informed not engaged the Standby Purchaser to act as underwriter (as defined under applicable Securities Laws) and understands that transfer is restricted by the terms of this Agreement; and (iii) it (a) is solely responsible for determining whether this Agreement is suitable for the purpose intended; (b) has carefully read this Agreement (including the Annex) before signing this Agreement; (c) has had a reasonable opportunity to make such inquiries as it deemed necessary prior to signing this Agreement; and (d) has received or had access to such additional information as it deemed necessary in connection with its decision Standby Purchaser will not be required to sign this Agreement. In performing its obligations hereunder Principal Life is not acting as a fiduciary, agent certificate in the Prospectus in that capacity or any other representative for the Agreement Holder or anyone else. All representations and warranties made by the Agreement Holder and Principal Life in this Agreement shall be considered to have been relied upon by the other in connection with the execution hereofcapacity.