Common use of Seller Representations and Warranties Clause in Contracts

Seller Representations and Warranties. (a) Seller represents and warrants, at the time of any Red Iron Approval and/or advance against any Invoice as provided hereunder, that: (i) each and every Invoice issued by Seller or its affiliate, as applicable, represents valid obligations of a Dealer and/or Distributor, is legally enforceable according to its terms and relates to bona fide, original acquisition sales of Inventory by Seller or its affiliate, as applicable, to a Dealer and/or Distributor without any claim, offset or defense to payment by Dealer and/or Distributor and that Dealer and/or Distributor requested that the acquisition of Inventory be financed by Red Iron; (ii) Seller’s (or, as applicable, its affiliate’s) title to all Inventory is free and clear of all security interests, liens and encumbrances when transferred to Dealer and/or Distributor and Seller or its affiliate, as applicable, transfers to Dealer and/or Distributor all its right, title and interest in and to the Inventory; (iii) the Inventory is in new and unused condition; it is of the kind, quality and condition represented or warranted to Dealer and/or Distributor; it meets or exceeds all applicable federal, state and local safety, manufacturing and other standards; and if it is a type of Inventory customarily crated or boxed, such crate or box is factory sealed. (b) In the event of breach of any of the foregoing representations or warranties, Seller will, immediately upon demand, purchase from Red Iron the Wholesale Instrument relating to the Invoice or Inventory with respect to which the representation/warranty was breached and pay, in good immediately available funds, the unpaid balance amount of the Wholesale Instrument, plus all charges owing by Dealer and/or Distributor with respect thereto, and all of Red Iron’s costs and expenses, including reasonable attorneys’ fees, actually incurred in connection with such breach.

Seller Representations and Warranties. (a) Seller represents and warrants, at the time of any Red Iron Approval and/or advance or Advance against any Invoice as provided hereunder, that: : (i1) each and every Invoice issued by Seller or its affiliate, as applicable, represents valid obligations of a Dealer and/or or Distributor, is legally enforceable according to its terms and relates to bona fide, original acquisition sales of Inventory by Seller or its affiliate, as applicable, to a Dealer and/or or Distributor or sales of extended service contracts to product end users by a Dealer or Distributor on behalf of Seller or its affiliate, without any claim, offset or defense to payment by Dealer and/or or Distributor (other than customary commissions payable to Dealers or Distributors upon the sale of extended service contracts) and that the Dealer and/or or Distributor requested that the acquisition of Inventory or payments related to sales of extended service contracts be financed by Red Iron; ; (ii2) Seller’s (or, as applicable, its affiliate’s) title to all any Inventory is free and clear of all security interests, liens and encumbrances when transferred and the transfer of Inventory to the Dealer and/or or Distributor and by Seller or its affiliate, as applicable, transfers conveys to Dealer and/or or Distributor all of Seller’s or its affiliate’s right, title and interest in and to the such Inventory; and (iii3) the Seller’s (or, as applicable, its affiliate’s) right to receive payments with respect to any extended service contracts sold by a Dealer or Distributor on behalf of Seller or its affiliate is free and clear of all security interests, liens and encumbrances. (4) Any Inventory is in new and unused condition; it is of the kind, quality and condition represented or warranted to Dealer and/or or Distributor; it meets or exceeds all applicable federal, state and local safety, manufacturing and other standards; and if it is a type of Inventory customarily crated or boxed, such crate or box is factory sealed. (b) In the event of breach of any of the foregoing representations or warranties, Seller will, immediately upon demand, purchase from Red Iron the Wholesale Instrument relating to the Invoice or Inventory with respect to which the representation/warranty was breached and pay, in good immediately available funds, the unpaid balance amount of the Wholesale Instrument, plus all charges owing by Dealer and/or Distributor with respect thereto, and all of Red Iron’s costs and expenses, including reasonable attorneys’ fees, actually incurred in connection with such breach.

Seller Representations and Warranties. Seller hereby represents and warrants to Buyer as follows: (a) Seller represents and warrantshas and, at all times during the time of any Red Iron Approval and/or advance against any Invoice as provided Term will have, all necessary power and authority to execute, deliver and perform its obligations hereunder, that: (i) each and every Invoice issued by Seller or its affiliate, as applicable, represents valid obligations of a Dealer and/or Distributor, is legally enforceable according to its terms and relates to bona fide, original acquisition sales of Inventory by Seller or its affiliate, as applicable, to a Dealer and/or Distributor without any claim, offset or defense to payment by Dealer and/or Distributor and that Dealer and/or Distributor requested that the acquisition of Inventory be financed by Red Iron; (ii) Seller’s (or, as applicable, its affiliate’s) title to all Inventory is free and clear of all security interests, liens and encumbrances when transferred to Dealer and/or Distributor and Seller or its affiliate, as applicable, transfers to Dealer and/or Distributor all its right, title and interest in and to the Inventory; (iii) the Inventory is in new and unused condition; it is of the kind, quality and condition represented or warranted to Dealer and/or Distributor; it meets or exceeds all applicable federal, state and local safety, manufacturing and other standards; and if it is a type of Inventory customarily crated or boxed, such crate or box is factory sealed. (b) In the event The execution, Delivery and performance of breach of this Agreement by Seller has been duly authorized by all necessary action and does not violate any of the foregoing representations terms or warrantiesconditions of Seller's governing documents, Seller will, immediately upon demand, purchase from Red Iron the Wholesale Instrument relating to the Invoice or Inventory with respect any contract to which the representation/warranty was breached and payit is a party, or any law, rule, regulation, order, judgment or other legal or regulatory determination applicable to Seller. (c) There is no pending or (to Seller's knowledge) threatened litigation, arbitration or administrative proceeding that materially adversely affects Seller's ability to perform its obligations under this Agreement. (d) Seller is an Account Holder as defined in good immediately available funds, the unpaid balance amount Rule 2.2 of the Wholesale Instrument, plus all charges owing by Dealer and/or Distributor with respect theretoNEPOOL GIS Operating Rules. (e) The CES-E Certificates sold hereunder have not been, and all shall not be, sold, retired, claimed or represented as part of Red Iron’s costs electricity output or sales, or used to satisfy obligations in any other jurisdiction. (f) Seller shall transfer the CES-E Certificates to Buyer free and expensesclear of any lien or other encumbrance at the time of Delivery. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, including reasonable attorneys’ feesSELLER EXPRESSLY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, actually incurred in connection with such breachWHETHER WRITTEN OR ORAL, AND WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY WITH RESPECT TO CONFORMITY TO MODELS OR SAMPLES, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.

Seller Representations and Warranties. Seller represents and warrants to Purchaser that as of the date hereof: (a) Seller represents and warrants, at the time of any Red Iron Approval and/or advance against any Invoice as provided hereunder, that: (i) each and every Invoice issued by Seller or its affiliate, as applicable, represents valid obligations of a Dealer and/or Distributor, is legally enforceable according to its terms and relates to bona fide, original acquisition sales of Inventory by Seller or its affiliate, as applicable, to a Dealer and/or Distributor without any claim, offset or defense to payment by Dealer and/or Distributor and that Dealer and/or Distributor requested that the acquisition of Inventory be financed by Red Iron; (ii) Seller’s (or, as applicable, its affiliate’s) title to all Inventory is free and clear of all security interests, liens and encumbrances when transferred to Dealer and/or Distributor and Seller or its affiliate, as applicable, transfers to Dealer and/or Distributor all its right, title and interest in and to the Inventory; (iii) the Inventory is in new and unused condition; it is of the kind, quality and condition represented or warranted to Dealer and/or Distributor; it meets or exceeds all applicable federal, state and local safety, manufacturing and other standards; and if it is a type limited liability company, duly organized, validly existing and in good standing under the laws of Inventory customarily crated or boxed, such crate or box is factory sealedits jurisdiction of formation. (b) In Seller has all requisite power and authority to execute and deliver this Agreement and all documents, certificates, agreements, instruments and writings it is required to deliver hereunder (collectively, the event "Seller Closing Documents"), and to perform, carry out and consummate the transactions contemplated to be consummated by it hereby and thereby, including the power and authority to sell, transfer and convey the Sale Assets to be sold by it, provided Lender has consented to such transactions and Seller has acquired the Other Interest. The execution, delivery and performance of breach this Agreement and the other Seller Closing Documents have been duly authorized by all necessary action of Seller, including any required approval of the members of Seller. This Agreement does, and when executed by Seller, the other Seller Closing Documents shall, constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and by equitable principles. (c) There is no action, suit or proceeding before any court or governmental or other regulatory or administrative agency, commission or tribunal pending or, to the actual knowledge of Seller, threatened against Seller or the Sale Assets to be sold by Seller which, if determined adversely to Seller would reasonably be expected to interfere in any material respect with the ability of Seller to perform its obligations under this Agreement or materially and adversely affect the value of the Sale Assets to be sold by Seller. (d) Seller has delivered to Purchaser true and complete copies of the Property Material Agreements. (e) Except as may be contained in the Property Material Agreements, there are no existing rights of first refusal to purchase or lease the Properties, or written agreements to otherwise acquire an interest in the Properties (subject to the existing state of title to the Properties), granted by Seller. (f) Seller has not entered into any leases for the Properties or any of them other than the Net Lease. (g) Seller has not received written notice of any uncured default from any of (i) Lessee under the Net Lease, (ii) Guarantor under the Net Lease Guaranty, (iii) Lender under the Mortgage, or (iv) Lessee, Guarantor or Lender under any other Property Material Agreements. (h) Seller has delivered to Purchaser true and complete copies of the foregoing representations Material Organizational Documents, such Material Organizational Documents have not been modified, supplemented or warrantiesamended, and, to Seller's actual knowledge, the Material Organizational Documents are in full force and effect. (i) At Closing, the Sale Assets to be sold by Seller willshall be free and clear of any lien, immediately upon demandsecurity interest or encumbrance thereon. There are no rights, purchase from Red Iron the Wholesale Instrument relating options or other agreements of any kind to purchase, acquire, receive or issue any interest of Seller in and to the Invoice or Inventory with respect Sale Assets to which the representation/warranty was breached and pay, in good immediately available funds, the unpaid balance amount of the Wholesale Instrument, plus all charges owing be sold by Dealer and/or Distributor with respect thereto, and all of Red Iron’s costs and expenses, including reasonable attorneys’ fees, actually incurred in connection with such breachit.

Seller Representations and Warranties. Seller hereby represents and warrants to the Company as follows: (a) Seller represents holds of record and warrantsis the sole beneficial owner of, at the time of any Red Iron Approval and/or advance against any Invoice as provided hereunderand has good, that: (i) each valid and every Invoice issued by Seller or its affiliate, as applicable, represents valid obligations of a Dealer and/or Distributor, is legally enforceable according to its terms and relates to bona fide, original acquisition sales of Inventory by Seller or its affiliate, as applicable, to a Dealer and/or Distributor without any claim, offset or defense to payment by Dealer and/or Distributor and that Dealer and/or Distributor requested that the acquisition of Inventory be financed by Red Iron; (ii) Seller’s (or, as applicable, its affiliate’s) marketable title to all Inventory is the Redeemed Units being sold hereunder free and clear of all any restrictions on transfer, liens, charges, security interests, liens and taxes, claims, options, warrants, purchase rights, contracts, commitments, demands or other encumbrances when transferred of any nature whatsoever. Seller has the right to Dealer and/or Distributor and Seller or its affiliate, as applicable, transfers to Dealer and/or Distributor all its right, title and interest in and transfer to the Inventory; (iii) Company complete and absolute legal and beneficial title to, and complete and absolute rights and interests in, the Inventory Redeemed Units being sold hereunder. Seller is in new and unused condition; it is not a party to any option, warrant, purchase right or other contract or commitment that could require Seller to sell, transfer or otherwise dispose of any of the kindRedeemed Units, quality and condition represented or warranted to Dealer and/or Distributor; it meets or exceeds all applicable federal, state and local safety, manufacturing and other standards; and if it is a type of Inventory customarily crated or boxed, such crate or box is factory sealedthan this Agreement. (b) In This Agreement has been duly and validly executed and delivered by Seller and constitutes the event valid and binding obligation of breach Seller, enforceable in accordance with its terms except as such enforceability may be limited by principles of public policy and subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies. (c) Neither the execution and the delivery of this Agreement, nor the consummation of the Redemption, will (i) violate any statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any of government, governmental agency, or court to which Seller is subject or, (ii) conflict with, result in a breach of, constitute a default under or require any notice under any agreement or other arrangement to which Seller is a party. (d) Seller has made its decision to sell such Redeemed Units to the foregoing Company based on his own investigations and analysis, and has not relied on any statements, representations or warranties, warranties from the Company except as set forth in this Agreement. Seller will, immediately upon demand, purchase from Red Iron is not acquiring the Wholesale Instrument relating Series D Preferred with a view to the Invoice or Inventory with respect to which the representation/warranty was breached and pay, in good immediately available funds, the unpaid balance amount of the Wholesale Instrument, plus all charges owing by Dealer and/or Distributor with respect thereto, and all of Red Iron’s costs and expenses, including reasonable attorneys’ fees, actually incurred for sale in connection with such breachany further distribution thereof within the meaning of the Securities Act of 1933, as amended.

Seller Representations and Warranties. Seller represents and warrants to Purchaser that as of the date hereof: (a) Seller represents and warrants, at the time of any Red Iron Approval and/or advance against any Invoice as provided hereunder, that: (i) each and every Invoice issued by Seller or its affiliate, as applicable, represents valid obligations of a Dealer and/or Distributor, is legally enforceable according to its terms and relates to bona fide, original acquisition sales of Inventory by Seller or its affiliate, as applicable, to a Dealer and/or Distributor without any claim, offset or defense to payment by Dealer and/or Distributor and that Dealer and/or Distributor requested that the acquisition of Inventory be financed by Red Iron; (ii) Seller’s (or, as applicable, its affiliate’s) title to all Inventory is free and clear of all security interests, liens and encumbrances when transferred to Dealer and/or Distributor and Seller or its affiliate, as applicable, transfers to Dealer and/or Distributor all its right, title and interest in and to the Inventory; (iii) the Inventory is in new and unused condition; it is of the kind, quality and condition represented or warranted to Dealer and/or Distributor; it meets or exceeds all applicable federal, state and local safety, manufacturing and other standards; and if it is a type limited liability company, duly organized, validly existing and in good standing under the laws of Inventory customarily crated or boxed, such crate or box is factory sealedits jurisdiction of formation. (b) In Seller has all requisite power and authority to execute and deliver this Agreement and all documents, certificates, agreements, instruments and writings it is required to deliver hereunder (collectively, the event “Seller Closing Documents”), and to perform, carry out and consummate the transactions contemplated to be consummated by it hereby and thereby, including the power and authority to sell, transfer and convey the interest in the Sale Assets to be sold by it, subject to the satisfaction of breach the conditions precedent to Seller’s obligations hereinafter provided. The execution, delivery and performance of this Agreement and the other Seller Closing Documents have been duly authorized by all necessary action of Seller, including any required approval of the members of Seller. This Agreement does, and when executed by Seller, the other Seller Closing Documents shall, constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and by equitable principles. (c) There is no action, suit or proceeding before any court or governmental or other regulatory or administrative agency, commission or tribunal pending or, to the actual knowledge of Seller, threatened against Seller or the interest in the Sale Assets to be sold by Seller which, if determined adversely to Seller would reasonably be expected to interfere in any material respect with the ability of Seller to perform its obligations under this Agreement or materially and adversely affect the value of the interest in the Sale Assets to be sold by Seller. (d) Seller has not entered into any leases for the Properties or any of them other than the Net Lease. (e) To Seller’s actual knowledge, the Net Lease is in full force and effect and the obligation to pay rent thereunder has commenced. Seller has not received written notice of any uncured default from Lessee under the Net Lease. (f) At Closing, other than the lien of the foregoing representations Mortgage, the Sale Assets to be sold by Seller shall be free and clear of any lien, security interest or warrantiesencumbrance thereon. There are no rights, options or other agreements of any kind to purchase, acquire, receive or issue any interest of Seller willin and to the Sale Assets to be sold by it. (g) Each of ConWa Property II and SWA Remainder II has legal title to its interest in the Properties, immediately upon demandsubject to the existing state of title to such Properties. (h) Neither ConWa Property II, purchase ConWa Equity II, SWA Remainder II, SWA Remeq II, nor Xxxx XX II has incurred any liabilities, except for (i) its obligations under the Mortgage, (ii) its obligations under the Material Organizational Documents related to it, (iii) obligations arising from Red Iron the Wholesale Instrument or relating to the Invoice or Inventory with respect to which ownership of its interests in the representation/warranty was breached and payProperties and, in good immediately available fundsthe case of (A) ConWa Equity II, obligations arising from or relating to the unpaid balance amount ownership of its interest in ConWa Property II, (B) SWA Remeq II, obligations arising from or relating to the ownership of its interest in SWA Remainder II, and (C) Xxxx XX II, obligations arising from or relating to the ownership of ConWa Equity II and SWA Remeq II, (iv) its obligations relating to the maintenance of its status as a Delaware limited liability company (or, in the case of Xxxx XX II, as an Arizona limited liability company) and the maintenance of such company’s qualifications to do business in such other jurisdictions where it has qualified to do business, (v) obligations arising under any matter appearing of record against any Property, (vi) customary unsecured trade debt which will not exceed $1,000.00 as of the Wholesale Instrument, plus all charges owing by Dealer and/or Distributor with respect theretoClosing Date, and (vii) the obligation to pay fees to Corporation Services Company for acting as registered agent of ConWa Property II, ConWa Equity II, SWA Remainder II and SWA Remeq II. Neither ConWa Property II, ConWa Equity II, SWA Remainder II, SWA Remeq II, nor Xxxx XX II owns any assets, except (i) relating to the ownership of their respective interests in any Property and relating to the ownership of its interest in ConWa Property II (in the case of ConWa Equity II), SWA Remainder II (in the case of SWA Remeq II), ConWa Equity II (in the case of Xxxx XX II), and SWA Remeq II (in the case of Xxxx XX II), and (ii) bank accounts. (i) Each of ConWa Property II, ConWa Equity II, SWA Remainder II and SWA Remeq II has been duly formed as a limited liability company and is validly existing in good standing under the laws of the State of Delaware and has the power and authority to own all of Red Iron’s costs its respective Properties (in the case of ConWa Property II and expenses, including reasonable attorneys’ fees, actually incurred SWA Remainder II) and has the power and authority to own all of its interest in connection with such breachConWa Property II (in the case of ConWa Equity II) and own all of its interest in SWA Remainder II (in the case of SWA Remeq II). (j) Xxxx XX II has been duly formed as a limited liability company and is validly existing in good standing under the laws of the State of Arizona and has the power and authority to own all of its interest in ConWa Equity II and SWA Remeq II.

Seller Representations and Warranties. (a) The Seller hereby represents and warrants, at warrants to the time Purchaser that as of any Red Iron Approval and/or advance against any Invoice the Closing Date or as of such date specifically provided hereunder, that: herein: (i) The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and every Invoice issued by in any event the Seller or its affiliate, as applicable, represents valid obligations is in compliance with the laws of a Dealer and/or Distributor, is legally enforceable according any such state to its the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of the Pooling and relates Servicing Agreement; the Seller has the full corporate power and authority to bona fide, original acquisition sales of Inventory by Seller or its affiliate, as applicablehold each Mortgage Loan, to a Dealer and/or Distributor without sell each Mortgage Loan and to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, binding and enforceable obligation of the Seller; and all requisite corporate action has been taken by the Seller to make this Agreement valid and binding upon the Seller in accordance with its terms. (ii) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any claimsimilar statutory provisions in effect in any applicable jurisdiction. (iii) Neither the execution and delivery of this Agreement, offset or defense to payment by Dealer and/or Distributor and that Dealer and/or Distributor requested that the acquisition of Inventory be financed the Mortgage Loans by Red Iron; (ii) the Seller’s (or, as applicable, its affiliate’s) title to all Inventory is free and clear the sale of all security interests, liens and encumbrances when transferred to Dealer and/or Distributor and Seller or its affiliate, as applicable, transfers to Dealer and/or Distributor all its right, title and interest in and the Mortgage Loans to the Inventory; (iii) Purchaser or the Inventory is transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will conflict with or result in new and unused condition; it is of the kind, quality and condition represented or warranted to Dealer and/or Distributor; it meets or exceeds all applicable federal, state and local safety, manufacturing and other standards; and if it is a type of Inventory customarily crated or boxed, such crate or box is factory sealed. (b) In the event of breach of any of the foregoing representations terms, conditions or warranties, Seller will, immediately upon demand, purchase from Red Iron provisions of the Wholesale Instrument relating to the Invoice Seller's charter or Inventory with respect by-laws or any legal restriction or any agreement or instrument to which the representation/warranty was breached and paySeller is now a party or by which it is bound, or constitute a default or result in good immediately available funds, the unpaid balance amount an acceleration under any of the Wholesale Instrumentforegoing, plus all charges owing by Dealer and/or Distributor with respect theretoor result in the violation of any law, and all rule, regulation, order, judgment or decree to which the Seller or its property is subject, or impair the ability of Red Iron’s costs and expensesthe Purchaser to realize on the Mortgage Loans, including reasonable attorneys’ fees, actually incurred in connection with such breachor impair the value of the Mortgage Loans.

Seller Representations and Warranties. Seller hereby represents and warrants to Purchaser that, as of the Closing Date: (a) Seller represents is a Virginia-chartered bank, duly organized, validly existing and warrantsin good standing under the laws of the Commonwelth of Virginia. Seller possesses the full legal power and authority to execute and deliver this Agreement, and to perform its obligations in accordance herewith. The execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by Seller, and consummation of the transactions contemplated hereby, have been duly and validly authorized and constitutes the legal, valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except as the enforceability (but not validity) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) The consummation of the time transactions contemplated by this Agreement are in the ordinary course of business of Seller, and the transfer, assignment and conveyance of the Loans by Seller pursuant to this Agreement are not subject to bulk transfer or similar statutory provisions applicable to the transaction contemplated hereby. (c) Neither the execution and delivery of this Agreement nor the sale of the Loans to Purchaser, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will conflict with or result in a breach of any Red Iron Approval and/or advance of the terms of the articles of incorporation or by-laws of Seller, or conflict with or result in breach of any of the terms, conditions or provisions of any legal restriction, agreement or instrument to which Seller is now a party or by which it is bound, or result in the violation of any Law to which Seller or its property is subject, in a manner which will result in an impairment of Purchaser’s title to the Loans. (e) Seller is solvent and sale of the Loans will not cause Seller to become insolvent. Sale of the Loans is not undertaken to hinder, delay or defraud any of Seller's creditors. There is no action, suit, proceeding or investigation pending or, to Seller’s Knowledge, threatened against Seller which would be likely to impair the ability of Seller to perform its obligations under this Agreement. (f) Seller is not in default under any Invoice as provided hereunderagreement, that: contract, instrument or indenture to which the Seller is a party or by which it (or any of its assets) is bound, which default would have an adverse effect in any material respect on the ability of the Seller to perform its obligations under this Agreement, nor, has any event occurred which, with the giving of notice, the lapse of time or both, would constitute a default under any such agreement, contract, instrument or indenture, which would have an adverse effect in any material respect on the ability of the Seller to perform its obligations under this Agreement. (g) No consent, approval, authorization or order of any Governmental Authority is required for the execution, delivery and performance by Seller of, or compliance by Seller with, this Agreement, or if required, such approval has been obtained prior to the Closing Date. (h) Seller has full power and authority to own the Loans and has full right and authority to sell, assign and transfer each of the Loans and each of the Loan Documents to Purchaser without the consent of any Person and, upon execution and delivery of the Bill of Sale and Assignment and Assumption Agreement to Purchaser, Purchaser will have title to each of the Loans and all of the rights of Seller with respect to each of the Loans and each of the Loan Documents in accordance with the terms and conditions thereof. (i) The Loan Schedule sets forth (i) the amount outstanding under each and every Invoice issued by Seller or its affiliateof the Loans, as applicableincluding the unpaid principal balance, represents valid obligations of a Dealer and/or Distributor, is legally enforceable according to its terms and relates to bona fide, original acquisition sales of Inventory by Seller or its affiliate, as applicable, to a Dealer and/or Distributor without any claim, offset or defense to payment by Dealer and/or Distributor and that Dealer and/or Distributor requested that the acquisition of Inventory be financed by Red Iron; (ii) the amount of all accrued and unpaid interest, (iii) the amount of any unpaid fees or charges, (iv) the last payment amount received by Seller and the date of such payment amount, and (v) a description of all reserves (including, without limitation, the unamortized dealer reserves) or letters of credit held by or on behalf of Seller and all amounts thereof or therein. (j) Upon the Closing Date, and Sxxxxx’s execution and delivery, for each of the Loans, of the documents described in Section 2.05, Purchaser shall receive all of Seller’s (or, as applicable, its affiliate’s) title to all Inventory is interest in the Loans and the Loan Documents free and clear of all Encumbrances or other claims. Seller has delivered, or shall promptly deliver within two (2) Business Days of the Closing Date, to Purchaser all original Loan Documents related to any of the Loans and all certificates of documentation, certificates of title or other documents evidencing title for any collateral securing any of the Purchased Loans. (k) As to each Loan and the Loan Documents, Seller hereby represents and warrants to Purchaser that as of the Closing Date: (i) The information set forth in the Loan Schedule delivered to Purchaser is true and correct as of the Cut-off Date. (ii) All payments required to be made as of the Cut-off Date for the Loan under the terms of the related Loan Documents were received and credited, unless otherwise identified on the Loan Schedule. No payment under any Loan has been thirty (30) or more days delinquent within the twelve (12) months immediately prior to the Closing Date. (iii) Each of the Records reflecting the Loans (including Loan terms, security interestsand priority, liens and encumbrances when transferred payment history, etc.) delivered to Dealer and/or Distributor Purchaser prior to the date of this Agreement are true, correct and complete in all material respects. (iv) To Seller’s Knowledge, no obligor(s) under the Loans are in default, breach, or violation under any of the Loan Documents, and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach or violation has occured, and the Seller has not waived any default, breach or violation. (v) No collateral securing any of the Loans also secures any other loan, lease, guaranty or other obligation to Seller or its affiliate, as applicable, transfers to Dealer and/or Distributor all its right, title and interest in and to the Inventory; (iii) the Inventory is in new and unused condition; it is of the kind, quality and condition represented or warranted to Dealer and/or Distributor; it meets or exceeds all applicable federal, state and local safety, manufacturing and other standards; and if it is a type of Inventory customarily crated or boxed, such crate or box is factory sealedAffiliates. (bvi) In As of the event Cut-off Date, Seller has not received written notice that any obligor under a Loan is a debtor in a pending proceeding under state or federal bankruptcy or insolvency laws. (vii) Each of breach the Loans represents the valid and legally binding obligation of the obligor(s), guarantor(s) or sureties thereunder, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of relating to or affecting creditors’ rights and to general equity principles. (viii) All unfunded commitments related to the Loans are set forth on the Loan Schedule. There is no obligation under the Loan Documents to fund any further principal or other amounts. (ix) No error, omission, misrepresentation, negligence, fraud or similar occurrence with respect to the Loans has taken place on the part of Seller or, to Seller’s Knowledge, any obligor. To Sellers’ Knowledge, no documents, instruments and agreements submitted for loan underwriting were falsified or contain untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the information and statements therein not misleading. (x) Each of the Loans (A) was originated or purchased by Seller in the ordinary course of its business, (B) is secured by a valid and enforceable and properly perfected first priority Encumbrance in favor of Seller, which Encumbrance is assignable without consent of any Person, and (C) contains customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for the realization against any collateral therefor. (xi) Each of the Loans currently complies with all applicable Laws, and there was no fraud or misrepresentation on the part of Seller or any employee of Seller, originator, or to Seller’s Knolwedge, the lessee(s), obligor(s), guarantor(s) or sureties thereunder, with respect to its origination, purchase or sale. (xii) Seller is the legal and sole beneficial owner and holder of the Loans and the Loan Documents, free and clear of any Encumbrances or other adverse claim against title of any kind, and neither the Loans nor the Loan Documents are subject to any prior assignment, conveyance, transfer or participation or agreement to assign, convey, transfer or participate entered into by Seller. (xiii) Seller has implemented an anti-money laundering program pursuant to 31 USC §5318(h), has undertaken a reasonable investigation to determine whether any of the foregoing representations obligors under the Loans are involved in money laundering or warranties, Seller will, immediately upon demand, purchase from Red Iron the Wholesale Instrument relating to the Invoice or Inventory with respect to which the representation/warranty was breached and pay, in good immediately available funds, the unpaid balance amount of the Wholesale Instrument, plus all charges owing by Dealer and/or Distributor with respect theretoterrorist financing, and all of Red Iron’s costs and expenses, including reasonable attorneys’ fees, actually incurred in connection with such breachhas determined based on usuch investigation that none is.

Seller Representations and Warranties. Seller hereby represents, warrants and covenants to Purchaser as follows as of the date hereof: (a) Seller represents This Agreement has been duly authorized, executed and warrants, at the time of any Red Iron Approval and/or advance against any Invoice as provided hereunder, that: (i) each and every Invoice issued delivered by Seller or and constitutes a valid and legally binding agreement of Seller enforceable against Seller in accordance with its affiliateterms, except (a) as applicablelimited by applicable bankruptcy, represents valid obligations insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of a Dealer and/or Distributorgeneral application affecting enforcement of creditors' rights generally, is legally enforceable according to its terms and relates to bona fide, original acquisition sales of Inventory (b) as limited by Seller or its affiliate, as applicable, to a Dealer and/or Distributor without any claim, offset or defense to payment by Dealer and/or Distributor and that Dealer and/or Distributor requested that the acquisition of Inventory be financed by Red Iron; (ii) Seller’s (or, as applicable, its affiliate’s) title to all Inventory is free and clear of all security interests, liens and encumbrances when transferred to Dealer and/or Distributor and Seller or its affiliate, as applicable, transfers to Dealer and/or Distributor all its right, title and interest in and laws relating to the Inventory; availability of specific performance, injunctive relief, or other equitable remedies, or (iiic) to the Inventory is in new and unused condition; it is of extent the kind, quality and condition represented indemnification provisions contained herein may be limited by federal or warranted to Dealer and/or Distributor; it meets or exceeds all applicable federal, state and local safety, manufacturing and other standards; and if it is a type of Inventory customarily crated or boxed, such crate or box is factory sealedsecurities laws. (b) In the event of breach of any of the foregoing representations or warranties, All government and other consents that are required to have been obtained by Seller will, immediately upon demand, purchase from Red Iron the Wholesale Instrument relating to the Invoice or Inventory with respect to which this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with. Seller has complied and will comply with all applicable disclosure or reporting requirements in respect of the representation/warranty was breached transaction contemplated hereby. (c) Seller has good and payvalid title to the Purchased Note free and clear of lien, in mortgage, security interest, pledge, charge or encumbrance of any kind (“Liens”). Delivery of the Purchased Note to Purchaser will pass to Purchaser good immediately available fundsand valid title to the Purchased Note, free and clear of Liens other than those of Purchaser or under securities laws. (d) The execution and delivery by Seller of this Agreement, the unpaid balance amount purchase by Seller of the Wholesale InstrumentPurchased Note and the performance by Seller of its obligations under this Agreement do not and will not violate or conflict with any law applicable to Seller, plus all charges owing by Dealer and/or Distributor any order or judgment of any court or other agency of government applicable to Seller or any of Seller’s assets or any contractual restriction binding on or affecting Seller or any of Seller’s assets. (e) Seller is acting solely for Seller’s own account, and has made Seller’s own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for Seller based upon Seller’s own judgment and upon advice of such advisors as Seller deems necessary. Seller acknowledges and agrees that Seller is not relying, and has not relied, upon any communication (written or oral) of Purchaser or any affiliate, employee or agent of Purchaser with respect theretoto the legal, accounting, tax or other implications of this Agreement and that Seller has conducted Seller’s own analyses of the legal, accounting, tax and other implications hereof and thereof; it being understood that information and explanations related to the terms and conditions of this Agreement shall not be considered investment advice or a recommendation to enter into this Agreement. Seller acknowledges that neither Purchaser nor any affiliate, employee or agent of Purchaser is acting as a fiduciary for or an advisor to Seller in respect of this Agreement. (f) Seller acknowledges that (i) Purchaser currently may have, and all later may come into possession of, information with respect to the Company that is not known to Seller and that may be material to a decision to sell the Purchased Note for the Purchase Price (“Seller Excluded Information”), (ii) Seller has determined to sell the Purchased Note notwithstanding its lack of Red Iron’s costs knowledge of Seller Excluded Information, if any, and expenses(iii) Purchaser shall have no liability to Seller, including reasonable attorneys’ feesand Seller waives and releases any claims that it might have against Purchaser, actually incurred whether under applicable securities laws or otherwise, with respect to the nondisclosure of Seller Excluded Information, if any, in connection with such breachSeller's sale of the Purchased Note for the Purchase Price in accordance herewith; provided, however, that Seller Excluded Information, if any, shall not and does not affect the truth or accuracy of the representations or warranties of Purchaser in this Agreement.

Seller Representations and Warranties. To the actual knowledge of Seller, and except as may be shown on any due diligence obtained by the Purchaser, (a) Seller represents the Real Property is and warrantshas been owned, at the time of any Red Iron Approval and/or advance against any Invoice as provided hereunder, that: (i) each used and every Invoice issued by Seller or its affiliate, as applicable, represents valid obligations of a Dealer and/or Distributor, is legally enforceable according to its terms and relates to bona fide, original acquisition sales of Inventory by Seller or its affiliate, as applicable, to a Dealer and/or Distributor without any claim, offset or defense to payment by Dealer and/or Distributor and that Dealer and/or Distributor requested that the acquisition of Inventory be financed by Red Iron; (ii) Seller’s (or, as applicable, its affiliate’s) title to operated in compliance with all Inventory is free and clear of all security interests, liens and encumbrances when transferred to Dealer and/or Distributor and Seller or its affiliate, as applicable, transfers to Dealer and/or Distributor all its right, title and interest in and to the Inventory; (iii) the Inventory is in new and unused condition; it is of the kind, quality and condition represented or warranted to Dealer and/or Distributor; it meets or exceeds all presently applicable federal, state and local safetylaws and regulations related to air quality, manufacturing water quality, waste disposal or management, hazardous substances, and other standardsthe protection of health and the environment; and if it is a type of Inventory customarily crated or boxed, such crate or box is factory sealed. (b) In Seller has received no written notice that any contamination was ever present on the event Real Property, except as identified in the attached statement (if applicable); (c) there are no claims, litigation, proceedings, inquiries, investigations, dispute pending or threatened against or relating to the Real Property which could affect Seller’s ability to perform this Agreement or cause liability to accrue to Purchaser as a buyer and owner of breach the Property; (d) there are no unrecorded water, mineral or oil or gas rights or easements or claims of easement, restrictions, agreements, covenants, encumbrances or boundary line disputes, gaps, encroachments or overlaps in respect to the Real Property; (e) neither this Agreement nor anything to be done hereunder violates or shall violate any contract, document, agreement or other instrument, or any law, regulation, permit, ordinance, order or other legal requirement which Seller is a party or by which Seller or the Real Property is bound; (f) no permission, approval or consent by any third party or governmental authority, or any individual or entity connected with Seller, is required in order for Seller to enter into this Agreement or to perform its obligations hereunder except as identified in the attached statement (if applicable). Seller is a governmental unit of the State of Michigan and has the full power and authority to enter into this Agreement, all necessary action has been taken to duly authorize the execution and delivery of this Agreement and all documents and instruments contemplated by this Agreement, and the performance by Seller of the covenants and obligations to be performed by it hereunder. Seller shall immediately notify Purchaser if any of the foregoing representations or warrantiesand warranties ceases to be true and correct. On receipt of such notice, Seller willPurchaser may for a period of thirty (30) days after receipt elect to terminate the Agreement, immediately upon demand, purchase from Red Iron the Wholesale Instrument relating in which case neither party shall have any further obligation to the Invoice or Inventory with respect other, except that Seller’s and Purchaser’s obligations to which pay the representation/warranty was breached costs and pay, in good immediately available funds, the unpaid balance amount expenses that are their responsibility under this Agreement shall survive any such termination. All warranties set forth shall be deemed to have been made again by Seller as of the Wholesale InstrumentClosing Date. To the extent permitted by law, plus all charges owing by Dealer and/or Distributor with respect thereto, Xxxxxx agrees to defend and indemnify Purchaser against and hold it harmless from and against any and all of Red Iron’s costs and claims, demands, liabilities, costs, expenses, including penalties, damages and losses, including, but not limited to, reasonable attorneys’ feesfees and disbursements, actually incurred resulting from any material misrepresentation or breach of the warranties set forth in connection with this paragraph. Notwithstanding the above, the Seller reserves the right to assert any defense it may have, whether in law or equity, including but not limited to governmental immunity, to any such breachclaim, liability, suit, cost, expense or damage. The representations, warranties, obligations and covenants set forth in this paragraph shall survive the Closing for a period of two (2) years.

Seller Representations and Warranties. Seller agrees, represents, and warrants to Buyer as of the Effective Date and each Supplement Date that: (a) Each applicable Transferred REC represents the Environmental Attributes and Reporting Rights associated with the generation of one (1) MWh of Energy from one or more Projects. Seller represents has the contractual rights to sell all right, title, and warrantsinterest in the applicable Transferred RECs agreed to be transferred hereunder. (b) Seller has not sold, transferred, conveyed or otherwise granted an interest in the applicable Transferred RECs to any other Person or entity, and that at the time of any Red Iron Approval and/or advance against any Invoice as provided hereundertransfer all rights, that: (i) each title, and every Invoice issued by Seller or its affiliate, as applicable, represents valid obligations of a Dealer and/or Distributor, is legally enforceable according to its terms and relates to bona fide, original acquisition sales of Inventory by Seller or its affiliate, as applicable, to a Dealer and/or Distributor without any claim, offset or defense to payment by Dealer and/or Distributor and that Dealer and/or Distributor requested that interest in the acquisition of Inventory be financed by Red Iron; (ii) Seller’s (or, as applicable, its affiliate’s) title to all Inventory is RECs are free and clear of all liens, taxes, claims, security interests, liens or other encumbrances of any kind whatsoever. (c) The Energy generated with the applicable Transferred RECs was not and encumbrances when will not be separately sold, marketed, reported, or otherwise represented as conveying any credit, environmental attribute, or offset associated with renewable energy, renewable electricity, clean energy, or zero-emission energy. (d) The applicable Transferred RECs transferred hereunder, and the associated Environmental Attributes and Reporting Rights, will vest in Buyer, and Buyer will (i) have the exclusive rights to Dealer and/or Distributor make all claims as to such Transferred RECs, Environmental Attributes and Seller or its affiliateReporting Rights associated with energy generated by the Projects, (ii) have the right to report and register, as applicable, transfers to Dealer and/or Distributor all its rightthe exclusive ownership of such Transferred RECs and Environmental Attributes with any registry, title system, agency, authority, or other party, either voluntarily or in compliance with any present or future domestic, international, or foreign law, regulation, registry or program, and interest in and to the Inventory; (iii) have the Inventory is in new exclusive right to transfer and unused condition; it is of sell such Transferred RECs, the kindEnvironmental Attributes and the Reporting Rights, quality and condition represented or warranted together with all attendant rights, to Dealer and/or Distributor; it meets or exceeds all applicable federal, state and local safety, manufacturing and other standards; and if it is a type of Inventory customarily crated or boxed, such crate or box is factory sealedthird party. (be) In It is solvent and will not become insolvent after giving effect to the event transactions contemplated by this Agreement and the applicable Supplement and, after giving effect to the transactions contemplated by this Agreement and the applicable Supplement, it will have an adequate amount of breach capital to conduct its business in the foreseeable future. (f) For accounting purposes, it will treat the transactions effected by this Agreement and the applicable Supplement as sales of assets to Buyer in accordance with GAAP. Its financial records shall reflect that the assets conveyed hereunder have been conveyed to Buyer, are no longer owned by it and are not intended to be available to its creditors. (g) It has not conveyed any interest in the applicable Transferred RECs to Buyer with any intent to hinder, delay or defraud any of its creditors. (h) It has received fair consideration and reasonably equivalent value in exchange for the foregoing representations or warranties, Seller will, immediately upon demand, purchase from Red Iron the Wholesale Instrument relating to the Invoice or Inventory with respect to which the representation/warranty was breached and pay, in good immediately available funds, the unpaid balance amount conveyance of the Wholesale Instrument, plus all charges owing by Dealer and/or Distributor applicable Transferred RECs conveyed hereunder. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with respect thereto, the Securities and all of Red Iron’s costs and expenses, including reasonable attorneys’ fees, actually incurred in connection with such breachExchange Commission.

Seller Representations and Warranties. Seller represents and warrants to Buyer as follows: (a) Seller represents is a corporation duly organized, existing and warrantsin good standing under the laws of Bermuda, at with full right, power and authority to enter into and perform this Agreement and to grant all of the time rights, powers and authorities herein granted. (b) The execution, delivery and performance of this Agreement do not conflict with, violate or breach any agreement to which Seller is a party, or Seller's articles of incorporation or bylaws. (c) All manufacturing, production, marketing and sales agreements that are assigned hereby related to the Product are assignable to Buyer. (d) This Agreement has been duly executed and delivered by Seller and is a legal, valid and binding obligation enforceable against Seller in accordance with its terms. (e) Seller shall comply with all applicable laws, consent decrees and regulations of any Red Iron Approval and/or advance against federal, state or other governmental authority in performing this Agreement. (f) Seller knows of no issued or pending patents, trademarks or patent or trademark applications relating to the Product that would prevent Buyer from using or selling the Product in the Territory. (g) As of the Effective Date, there are no outstanding, pending or threatened violations, notice of noncompliance, warning letters, orders, injunctions, judgments or decrees of any Invoice court or government agency, investigations, claims, actions, suits, demands, administrative or other proceedings that have resulted or might result in the revocation, suspension or modification of any regulatory approval for the Product in the Territory. (h) Seller ceased, as provided hereunderof March 13, that: 2000, all further sales of the Products to Quality King. (i) each and every Invoice issued by Seller or its affiliate, as applicable, represents valid obligations of a Dealer and/or Distributor, is legally enforceable according to its terms and relates to bona fide, original acquisition has conducted the sales of Inventory by the Product consistent with its past practices and in the ordinary course of business from January 1, 2000 through the Closing Date. (j) Seller or its affiliateis the sole and exclusive legal and equitable owner of the Transferred Assets, as applicable, to a Dealer and/or Distributor without any claim, offset or defense to payment by Dealer and/or Distributor the Columbia Patents and that Dealer and/or Distributor requested that the acquisition of Inventory be financed by Red Iron; Replens Patent (ii) Seller’s (or, as applicable, its affiliate’s) and has good title to all Inventory is the tangible Transferred Assets) free and clear of any Encumbrances, other than certain royalty or other payments due from Seller to third parties in connection with the Columbia Patents and/or the Replens Patent. At Closing, Buyer shall acquire all security interests, liens and encumbrances when transferred to Dealer and/or Distributor and Seller or its affiliate, as applicable, transfers to Dealer and/or Distributor all its of Seller's right, title and interest in the Transferred Assets, free and clear of all Encumbrances. Except for ordinary wear and tear, the Transferred Assets are in good operating condition and repair, free of known defects affecting operation, and are adequate and fit for the uses for which they are presently intended or being used. Seller has the right to transfer or license the Replens Patents, the Bioadhesive Patents and the Intellectual Property and no consent on the part of any other person or entity is necessary to validate the transfer to Buyer of the Transferred Assets or the license to Buyer of the CP License or the RP License. (k) All customer lists and all other information, reports and data made available or provided to Buyer by Seller are, in all material respects, true, correct and accurate as of the date provided or made available, as of the date of this Agreement, and as of the date of Closing. Seller has no knowledge of any intent of any such customer to modify or terminate its account or any of its outstanding orders. (l) There is no action, suit, investigation, claim, arbitration or litigation pending or, to Seller's knowledge, threatened, against or involving the Transferred Assets or the propriety of this Agreement or any of the transactions contemplated hereby, at law or in equity, or before or by any court, arbitrator or governmental authority, and Seller is not operating under or subject to any order, judgment, decree, license or injunction of any court, arbitrator or governmental authority. No governmental agency or authority has at any time challenged, questioned, or commenced or given notice of intention to commence any investigation relating to, the legal right of Seller to conduct the operations of its business as it relates to the Product. Seller, and to Seller's knowledge each of its contract manufacturers in connection with the Inventory; (iii) the Inventory Product, has complied, and is in new compliance, in all material respects with all laws, ordinances, regulations, awards, orders, judgments, decrees and unused condition; it is of injunctions applicable to the kindTransferred Assets, quality and condition represented or warranted to Dealer and/or Distributor; it meets or exceeds including all applicable federal, state and local laws, ordinances, regulations and orders pertaining to employment or labor, safety, manufacturing health, environmental protection, zoning and other standards; matters. Seller has obtained and if holds all permits, licenses and approvals (none of which has been modified or rescinded and all of which are in full force and effect) from all governmental authorities as they relate to the Product necessary in order to conduct its business and operations as presently conducted as it is a type of Inventory customarily crated relates to the Product and to own, use and maintain the Transferred Assets, and has paid all regulatory fees and assessments attributable to Seller's business operations involving the Transferred Assets that are due or boxed, such crate or box is factory sealedaccrue prior to the Closing Date. (bm) In the event All historical sales, costs of breach of goods sold and operating expenses are substantially accurate and properly classified on Seller's financial statements and on any of the foregoing representations or warranties, other written information provided to Buyer by Seller will, immediately upon demand, purchase from Red Iron the Wholesale Instrument relating to the Invoice or Inventory with respect to which the representation/warranty was breached and pay, in good immediately available funds, the unpaid balance amount of the Wholesale Instrument, plus all charges owing by Dealer and/or Distributor with respect thereto, and all of Red Iron’s costs and expenses, including reasonable attorneys’ fees, actually incurred in connection with such breachthis transaction. (n) Seller's inventory of the Product at its outsource distribution partner's location in Redford, Michigan (other than its supply of Replens tubes) is sufficient to handle normal and customary sales of the Product after the Closing and represents at least a normal and customary three (3) month supply of the Product.

Seller Representations and Warranties. Seller represents and warrants to that as of the Effective Date and the date Seller executes this Agreement that to the best of Seller's knowledge: (a) Seller represents Is duly qualified to carry on its business in the state where the Interests are located, and warrants, at has all the time of any Red Iron Approval and/or advance against any Invoice as provided hereunder, that: (i) each requisite power and every Invoice issued by Seller or its affiliate, as applicable, represents valid obligations of a Dealer and/or Distributor, is legally enforceable according authority to its terms enter into and relates to bona fide, original acquisition sales of Inventory by Seller or its affiliate, as applicable, to a Dealer and/or Distributor without any claim, offset or defense to payment by Dealer and/or Distributor and that Dealer and/or Distributor requested that the acquisition of Inventory be financed by Red Iron; (ii) Seller’s (or, as applicable, its affiliate’s) title to all Inventory is free and clear of all security interests, liens and encumbrances when transferred to Dealer and/or Distributor and Seller or its affiliate, as applicable, transfers to Dealer and/or Distributor all its right, title and interest in and to the Inventory; (iii) the Inventory is in new and unused condition; it is of the kind, quality and condition represented or warranted to Dealer and/or Distributor; it meets or exceeds all applicable federal, state and local safety, manufacturing and other standards; and if it is a type of Inventory customarily crated or boxed, such crate or box is factory sealedperform this Agreement. (b) In It has taken all necessary actions pursuant to Its Articles of Incorporation, By-laws and other governing documents to fully authorize it to consummate the transaction contemplated by this Agreement. (c) This Agreement and the consummation of the transactions contemplated by this Agreement will not violate, constitute a default under, or be in conflict with (i) any provision of Seller's Articles of Incorporation or Bylaws, (ii) any material contract, agreement or instrument to which Seller is a party or by which Seller is bound or, (iii) any judgment, decree, order, statute, rule, permit or regulation applicable to Seller or the Assets. (d) The execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly executed and delivered on behalf of Seller and at Closing all documents and instruments required hereunder to be executed and delivered by Seller shall have been duly executed and delivered. This Agreement and such documents and instruments will constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their terms, subject, however, to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors, and to general principles of equity. (e) SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, REGARDING THE SUBJECT PROPERTIES, FIXTURES, FACILITIES, EQUIPMENT, IMPROVEMENTS, MATERIALS AND OTHER PERSONAL PROPERTY LOCATED ON OR INCLUDED IN THE ASSETS, AND THE SAME ARE TO BE SOLD ON AN "AS IS, WHERE IS" BASIS AND CONDITION. (f) To the best of Seller's knowledge, all ad valorem, property and similar taxes and assessments based on or measured by the ownership of the Assets or the production of hydrocarbons or the receipt of proceeds there from on account of the Assets for all years prior to 2001 have been properly paid. (g) To the best of Seller's knowledge , there are no bankruptcy, reorganization or arrangement proceedings pending, being contemplated by or to the best of Seller's knowledge threatened against Seller. (h) Except as expressly set forth in attached Schedule "B", no suit, action or other proceeding (including, without limitation, tax, environmental or development demands proceedings) is pending, or to the best of Seller's knowledge threatened, which might result in impairment or loss of title to any of the Assets or the value thereof. Seller shall promptly notify Buyer of any such proceeding which may arise or be threatened prior to Closing hereunder. (i) To the best of Seller's knowledge, there exists no adverse claim or claimed default (or any event which, with the giving of notice or the passage of time, or both, would constitute a default) under (i) any of the Subject Agreements or (ii) any order, writ, injunction or decree of any court, commission or administrative agency affecting any of the Assets. Seller shall promptly notify Buyer of any notice hereafter received by Seller of any such claim or default and the occurrence of any such event of breach which Seller becomes aware prior to Closing. (j) To the best of Seller's knowledge, there are no unpaid bills or past due charges for any labor or materials incurred by or on behalf of Seller incident to the exploration, development or operation of the Assets which could be the basis for the existence or the filing of any claims against the Assets or any part thereof. (k) To the best of Seller's knowledge, the Assets have been operated in compliance in all material respects with all valid laws, rules, regulations, ordinances and orders of governmental authorities having jurisdiction (including environmental laws) and in compliance in all material respects with all permits, approvals, contracts and agreements relating to the Assets. (l) None of the Assets are subject to any preferential rights to purchase or restrictions on assignment that would be applicable to the transactions contemplated hereby, or which have not already expired. (m) To the best of Seller's knowledge, there are no approvals, consents or filings required to be made or obtained to an assignment or transfer of any of the foregoing representations Assets. (n) To the best of Seller's knowledge, there are no operations involving any of the Assets to which Seller has become a non-consenting party. (o) To the best of Seller's knowledge, except as expressly set forth on Schedule "F", there are no prepayments, advance payments, take-or-pay payments or warrantiessimilar payments requiring the delivery of gas from the Assets without then or thereafter receiving payment at current prices. (p) To the best of Seller's knowledge, all of the Subject Properties have been drilled and completed within the boundaries of the Subject Lease or within the limits otherwise permitted by contract, pooling or unit agreement, and by law; and all drilling and completion of the Subject Properties and all development and operations on the Subject Lease have been conducted in all material respects in compliance with all applicable laws, ordinances, rules, regulations and permits, and judgments, orders and decrees of any court or governmental body or agency, except failures which individually and in the aggregate would not have a material adverse effect on the use, value or operation of the Assets. (q) To the best of Seller's knowledge, except as expressly set forth in Schedule "G", all proceeds from the sale of hydrocarbons produced from the Subject Properties are currently being paid to Seller willand no portion of such proceeds is currently being held in suspense by any Buyer thereof or any other party by whom proceeds are paid except for immaterial amounts. (r) On the Closing Date, immediately upon demandno mortgage lien, purchase from Red Iron the Wholesale Instrument relating to the Invoice security interest or Inventory similar lien created by Seller will exist with respect to which the representation/warranty was breached and pay, in good immediately available fundsAssets. (s) To the best of Seller's knowledge, the unpaid balance amount Subject Lease is burdened by no royalty, overriding royalty interests, production payments or other burdens on production in excess of those shown on Exhibit A. Otherwise, the Wholesale InstrumentAssignment shall be made without warranty of title, plus all charges owing by Dealer and/or Distributor with respect theretoeither express or implied, except for acts by, through and under Seller, and shall be subject to all of Red Iron’s costs and expensesvalidly existing burdens on production which pertain to the Subject Lease. (t) SELLER DOES NOT WARRANT, including reasonable attorneys’ feesEITHER EXPRESSLY OR IMPLIEDLY, actually incurred in connection with such breachTHE RESERVOIR PERFORMANCE OR THE MERCHANTABILITY, SUITABILITY, CONDITION OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OF ANY OF THE AFORESAID LEASEHOLD EQUIPMENT, MATERIAL OR PERSONAL PROPERTY, ANY SUCH WARRANTY BEING EXPRESSLY DENIED. BUYER, BY ACCEPTANCE OF THIS AGREEMENT, HEREBY AGREES TO ACCEPT THE SAME "WHERE IS, AS IS" AND WITH ALL FAULTS OR DEFECTS, IF ANY, IN THEIR PRESENT CONDITION AND STATE OF REPAIR. BUYER EXPRESSLY WAIVES ALL OF THE EXPRESS AND IMPLIED WARRANTIES PROVIDED BY NEW MEXICO LAW, INCLUDING PARTICULARLY (BUT NOT LIMITED TO) (1) THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (2) THE WARRANTY AGAINST REDHIBITORY VICES AND (3) ANY RIGHT TO CLAIM RESCISSION OR REDUCTION IN THE PURCHASE PRICE ON ACCOUNT OF ANY DEFECT OR CONDITION OF THE AFORESAID LEASEHOLD EQUIPMENT, MATERIAL OR PERSONAL PROPERTY WHICH MAY NOW OR HEREAFTER EXIST, WHETHER KNOWN OR UNKNOWN ON THIS DATE.

Seller Representations and Warranties. Seller represents and warrants to Purchaser that as of the date hereof: (a) Seller represents and warrants, at the time of any Red Iron Approval and/or advance against any Invoice as provided hereunder, that: (i) each and every Invoice issued by Seller or its affiliate, as applicable, represents valid obligations of a Dealer and/or Distributor, is legally enforceable according to its terms and relates to bona fide, original acquisition sales of Inventory by Seller or its affiliate, as applicable, to a Dealer and/or Distributor without any claim, offset or defense to payment by Dealer and/or Distributor and that Dealer and/or Distributor requested that the acquisition of Inventory be financed by Red Iron; (ii) Seller’s (or, as applicable, its affiliate’s) title to all Inventory is free and clear of all security interests, liens and encumbrances when transferred to Dealer and/or Distributor and Seller or its affiliate, as applicable, transfers to Dealer and/or Distributor all its right, title and interest in and to the Inventory; (iii) the Inventory is in new and unused condition; it is of the kind, quality and condition represented or warranted to Dealer and/or Distributor; it meets or exceeds all applicable federal, state and local safety, manufacturing and other standards; and if it is a type limited liability company, duly organized, validly existing and in good standing under the laws of Inventory customarily crated or boxed, such crate or box is factory sealedits jurisdiction of formation. (b) In Seller has all requisite power and authority to execute and deliver this Agreement and all documents, certificates, agreements, instruments and writings it is required to deliver hereunder (collectively, the event “Seller Closing Documents”), and to perform, carry out and consummate the transactions contemplated to be consummated by it hereby and thereby, including the power and authority to sell, transfer and convey the interest in the Sale Assets to be sold by it, subject to the satisfaction of breach the conditions precedent to Seller’s obligations hereinafter provided. The execution, delivery and performance of this Agreement and the other Seller Closing Documents have been duly authorized by all necessary action of Seller, including any required approval of the members of Seller. This Agreement does, and when executed by Seller, the other Seller Closing Documents shall, constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and by equitable principles. (c) There is no action, suit or proceeding before any court or governmental or other regulatory or administrative agency, commission or tribunal pending or, to the actual knowledge of Seller, threatened against Seller or the interest in the Sale Assets to be sold by Seller which, if determined adversely to Seller would reasonably be expected to interfere in any material respect with the ability of Seller to perform its obligations under this Agreement or materially and adversely affect the value of the interest in the Sale Assets to be sold by Seller. (d) Seller has not entered into any leases for the Property other than the Lease. (e) To Seller’s actual knowledge, the Lease is in full force and effect and the obligation to pay rent thereunder has commenced. Seller has not received written notice of any uncured default from Lessee under the Lease. (f) At Closing, the Sale Assets to be sold by Seller shall be free and clear of any lien, security interest or encumbrance thereon. There are no rights, options or other agreements of any kind to purchase, acquire, receive or issue any interest of Seller in and to the Sale Assets to be sold by it. (g) KO Burnsville MN has legal title to the Property, subject to the existing state of title of the foregoing representations Property. (h) KO Burnsville MN has not incurred any liabilities, except for (i) its obligations under the Material Organizational Documents, (ii) obligations arising from or warranties, Seller will, immediately upon demand, purchase from Red Iron the Wholesale Instrument relating to the Invoice or Inventory with respect ownership of its interests in the Property, (iii) its obligations relating to the maintenance of its status as a Delaware limited liability company and the maintenance of such company’s qualifications to do business in such other jurisdictions where it has qualified to do business, (iv) obligations arising under any matter appearing of record against the Property, (v) customary unsecured trade debt which will not exceed $1,000.00 as of the representation/warranty was breached Closing Date, and pay(vi) the obligation to pay fees to The Corporation Trust Company for acting as its registered agent. KO Burnsville MN does not own any assets, except (1) relating to the ownership of its interest in the Property, and (2) bank accounts. (i) KO Burnsville MN has been duly formed as a limited liability company and is validly existing in good immediately available funds, standing under the unpaid balance amount laws of the Wholesale Instrument, plus all charges owing by Dealer and/or Distributor with respect thereto, State of Delaware and all has the power and authority to own the Property. The provisions of Red Iron’s costs and expenses, including reasonable attorneys’ fees, actually incurred in connection with such breachthis Section 3.01 shall survive the Closing.

Seller Representations and Warranties. Seller hereby represents and warrants to the Company as follows: (a) Seller represents holds of record and warrantsis the sole beneficial owner of, at the time of any Red Iron Approval and/or advance against any Invoice as provided hereunderand has good, that: (i) each valid and every Invoice issued by Seller or its affiliate, as applicable, represents valid obligations of a Dealer and/or Distributor, is legally enforceable according to its terms and relates to bona fide, original acquisition sales of Inventory by Seller or its affiliate, as applicable, to a Dealer and/or Distributor without any claim, offset or defense to payment by Dealer and/or Distributor and that Dealer and/or Distributor requested that the acquisition of Inventory be financed by Red Iron; (ii) Seller’s (or, as applicable, its affiliate’s) marketable title to all Inventory is the Redeemed Units being sold hereunder free and clear of all any restrictions on transfer, liens, charges, security interests, liens and taxes, claims, options, warrants, purchase rights, contracts, commitments, demands or other encumbrances when transferred of any nature whatsoever. Seller has the right to Dealer and/or Distributor and Seller or its affiliate, as applicable, transfers to Dealer and/or Distributor all its right, title and interest in and transfer to the Inventory; (iii) Company complete and absolute legal and beneficial title to, and complete and absolute rights and interests in, the Inventory Redeemed Units being sold hereunder. Seller is in new and unused condition; it is not a party to any option, warrant, purchase right or other contract or commitment that could require Seller to sell, transfer or otherwise dispose of any of the kindRedeemed Units, quality and condition represented or warranted to Dealer and/or Distributor; it meets or exceeds all applicable federal, state and local safety, manufacturing and other standards; and if it is a type of Inventory customarily crated or boxed, such crate or box is factory sealedthan this Agreement. (b) In This Agreement has been duly and validly executed and delivered by Seller and constitutes the event valid and binding obligation of breach Seller, enforceable in accordance with its terms except as such enforceability may be limited by principles of public policy and subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies. (c) Neither the execution and the delivery of this Agreement, nor the consummation of the Redemption, will (i) violate any statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any of government, governmental agency, or court to which Seller is subject or, (ii) conflict with, result in a breach of, constitute a default under or require any notice under any agreement or other arrangement to which Seller is a party. (d) Seller has made its decision to sell such Redeemed Units to the foregoing Company based on his own investigations and analysis, and has not relied on any statements, representations or warranties, warranties from the Company except as set forth in this Agreement. Seller will, immediately upon demand, purchase from Red Iron is not acquiring the Wholesale Instrument relating Series D Preferred or the Warrants with a view to the Invoice or Inventory with respect to which the representation/warranty was breached and pay, in good immediately available funds, the unpaid balance amount of the Wholesale Instrument, plus all charges owing by Dealer and/or Distributor with respect thereto, and all of Red Iron’s costs and expenses, including reasonable attorneys’ fees, actually incurred for sale in connection with such breachany further distribution thereof within the meaning of the Securities Act of 1933, as amended.

Seller Representations and Warranties. Seller represents and warrants to Purchaser that as of the date hereof: (a) Seller represents and warrants, at the time of any Red Iron Approval and/or advance against any Invoice as provided hereunder, that: (i) each and every Invoice issued by Seller or its affiliate, as applicable, represents valid obligations of a Dealer and/or Distributor, is legally enforceable according to its terms and relates to bona fide, original acquisition sales of Inventory by Seller or its affiliate, as applicable, to a Dealer and/or Distributor without any claim, offset or defense to payment by Dealer and/or Distributor and that Dealer and/or Distributor requested that the acquisition of Inventory be financed by Red Iron; (ii) Seller’s (or, as applicable, its affiliate’s) title to all Inventory is free and clear of all security interests, liens and encumbrances when transferred to Dealer and/or Distributor and Seller or its affiliate, as applicable, transfers to Dealer and/or Distributor all its right, title and interest in and to the Inventory; (iii) the Inventory is in new and unused condition; it is of the kind, quality and condition represented or warranted to Dealer and/or Distributor; it meets or exceeds all applicable federal, state and local safety, manufacturing and other standards; and if it is a type limited liability company, duly organized, validly existing and in good standing under the laws of Inventory customarily crated or boxed, such crate or box is factory sealedits jurisdiction of formation. (b) In Seller has all requisite power and authority to execute and deliver this Agreement and all documents, certificates, agreements, instruments and writings it is required to deliver hereunder (collectively, the event “Seller Closing Documents”), and to perform, carry out and consummate the transactions contemplated to be consummated by it hereby and thereby, including the power and authority to sell, transfer and convey the interest in the Sale Assets to be sold by it, subject to the satisfaction of breach the conditions precedent to Seller’s obligations hereinafter provided. The execution, delivery and performance of this Agreement and the other Seller Closing Documents have been duly authorized by all necessary action of Seller, including any required approval of the members of Seller. This Agreement does, and when executed by Seller, the other Seller Closing Documents shall, constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and by equitable principles. (c) There is no action, suit or proceeding before any court or governmental or other regulatory or administrative agency, commission or tribunal pending or, to the actual knowledge of Seller, threatened against Seller or the interest in the Sale Assets to be sold by Seller which, if determined adversely to Seller would reasonably be expected to interfere in any material respect with the ability of Seller to perform its obligations under this Agreement or materially and adversely affect the value of the interest in the Sale Assets to be sold by Seller. (d) Seller has not entered into any leases for the Property other than the Lease. (e) To Seller’s actual knowledge, the Lease is in full force and effect and the obligation to pay rent thereunder has commenced. Seller has not received written notice of any uncured default from Lessee under the Lease. (f) At Closing, other than the lien of the foregoing representations Mortgage, the Sale Assets to be sold by Seller shall be free and clear of any lien, security interest or warrantiesencumbrance thereon. There are no rights, options or other agreements of any kind to purchase, acquire, receive or issue any interest of Seller willin and to the Sale Assets to be sold by it. (g) CV Madison MS has legal title to the Property, immediately upon demandsubject to the existing state of title of the Property. (h) CV Madison MS has not incurred any liabilities, purchase except for (i) its obligations under the Mortgage, (ii) its obligations under the Material Organizational Documents, (iii) obligations arising from Red Iron the Wholesale Instrument or relating to the Invoice or Inventory with respect ownership of its interests in the Property, (iv) its obligations relating to the maintenance of its status as a Delaware limited liability company and the maintenance of such company’s qualifications to do business in such other jurisdictions where it has qualified to do business, (v) obligations arising under any matter appearing of record against the Property, (vi) customary unsecured trade debt which will not exceed $1,000.00 as of the representation/warranty was breached Closing Date, and pay(vii) the obligation to pay fees to National Registered Agents, Inc. for acting as its registered agent. CV Madison MS does not own any assets, except (1) relating to the ownership of its interest in the Property, and (2) bank accounts. (i) CV Madison MS has been duly formed as a limited liability company and is validly existing in good immediately available funds, standing under the unpaid balance amount laws of the Wholesale Instrument, plus all charges owing by Dealer and/or Distributor with respect thereto, State of Delaware and all of Red Iron’s costs has the power and expenses, including reasonable attorneys’ fees, actually incurred in connection with such breachauthority to own the Property.

Seller Representations and Warranties. Seller represents and warrants to Purchaser that as of the date hereof: (a) Seller represents and warrants, at the time of any Red Iron Approval and/or advance against any Invoice as provided hereunder, that: (i) each and every Invoice issued by Seller or its affiliate, as applicable, represents valid obligations of a Dealer and/or Distributor, is legally enforceable according to its terms and relates to bona fide, original acquisition sales of Inventory by Seller or its affiliate, as applicable, to a Dealer and/or Distributor without any claim, offset or defense to payment by Dealer and/or Distributor and that Dealer and/or Distributor requested that the acquisition of Inventory be financed by Red Iron; (ii) Seller’s (or, as applicable, its affiliate’s) title to all Inventory is free and clear of all security interests, liens and encumbrances when transferred to Dealer and/or Distributor and Seller or its affiliate, as applicable, transfers to Dealer and/or Distributor all its right, title and interest in and to the Inventory; (iii) the Inventory is in new and unused condition; it is of the kind, quality and condition represented or warranted to Dealer and/or Distributor; it meets or exceeds all applicable federal, state and local safety, manufacturing and other standards; and if it is a type limited liability company, duly organized, validly existing and in good standing under the laws of Inventory customarily crated or boxed, such crate or box is factory sealedits jurisdiction of formation. (b) In Seller has all requisite power and authority to execute and deliver this Agreement and all documents, certificates, agreements, instruments and writings it is required to deliver hereunder (collectively, the event “Seller Closing Documents”), and to perform, carry out and consummate the transactions contemplated to be consummated by it hereby and thereby, including the power and authority to sell, transfer and convey the interest in the Sale Assets to be sold by it, subject to the satisfaction of breach the conditions precedent to Seller’s obligations hereinafter provided. The execution, delivery and performance of this Agreement and the other Seller Closing Documents have been duly authorized by all necessary action of Seller, including any required approval of the members of Seller. This Agreement does, and when executed by Seller, the other Seller Closing Documents shall, constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and by equitable principles. (c) There is no action, suit or proceeding before any court or governmental or other regulatory or administrative agency, commission or tribunal pending or, to the actual knowledge of Seller, threatened against Seller or the interest in the Sale Assets to be sold by Seller which, if determined adversely to Seller would reasonably be expected to interfere in any material respect with the ability of Seller to perform its obligations under this Agreement or materially and adversely affect the value of the interest in the Sale Assets to be sold by Seller. (d) Seller has not entered into any leases for the Property other than the Lease. (e) To Seller’s actual knowledge, the Lease is in full force and effect and the obligation to pay rent thereunder has commenced. Seller has not received written notice of any uncured default from Lessee under the Lease. (f) At Closing, the Sale Assets to be sold by Seller shall be free and clear of any lien, security interest or encumbrance thereon. There are no rights, options or other agreements of any kind to purchase, acquire, receive or issue any interest of Seller in and to the Sale Assets to be sold by it. (g) CV Fredericksburg VA has legal title to the Property, subject to the existing state of title of the foregoing representations Property. (h) CV Fredericksburg VA has not incurred any liabilities, except for (i) its obligations under the Material Organizational Documents, (ii) obligations arising from or warranties, Seller will, immediately upon demand, purchase from Red Iron the Wholesale Instrument relating to the Invoice or Inventory with respect ownership of its interests in the Property, (iii) its obligations relating to the maintenance of its status as a Delaware limited liability company and the maintenance of such company’s qualifications to do business in such other jurisdictions where it has qualified to do business, (iv) obligations arising under any matter appearing of record against the Property, (v) customary unsecured trade debt which will not exceed $1,000.00 as of the representation/warranty was breached Closing Date, and pay(vi) the obligation to pay fees to The Corporation Trust Company for acting as its registered agent. CV Fredericksburg VA does not own any assets, except (1) relating to the ownership of its interest in the Property, and (2) bank accounts. (i) CV Fredericksburg VA has been duly formed as a limited liability company and is validly existing in good immediately available funds, standing under the unpaid balance amount laws of the Wholesale Instrument, plus all charges owing by Dealer and/or Distributor with respect thereto, State of Delaware and all has the power and authority to own the Property. The provisions of Red Iron’s costs and expenses, including reasonable attorneys’ fees, actually incurred in connection with such breachthis Section 3.01 shall survive the Closing.

Seller Representations and Warranties. (a) Seller Seller, in addition to the representations and warranties contained in the Transaction Documents, hereby represents and warrants, at warrants to Owner as of the time of any Red Iron Approval and/or advance against any Invoice as provided hereunder, date hereof that: : (i) each and every Invoice issued by There are no contracts, agreements, or understandings, whether written or oral, which provide for any other residual sharing agreement(s), remarketing or similar arrangements that would be binding upon or enforceable against the Seller or the Owner, subsequent to the exercise of its affiliate, as applicable, represents valid obligations of a Dealer and/or Distributor, is legally enforceable according to its terms and relates to bona fide, original acquisition sales of Inventory by Seller or its affiliate, as applicable, to a Dealer and/or Distributor without any claim, offset or defense to payment by Dealer and/or Distributor and that Dealer and/or Distributor requested that the acquisition of Inventory be financed by Red Iron; Option. (ii) Seller’s (orSeller owns and, as applicableby this Amendment, its affiliate’s) shall transfer to Owner, good and marketable title to any and all Inventory is free and rights and/or claims to the Residual Net Cash Flow, clear of all security interests, liens Liens, claims restrictions and/or other encumbrances. Upon execution, this Amendment shall constitute the legal, valid and encumbrances when transferred binding obligation of Seller, enforceable against Seller in accordance with its terms and/or the terms of the Transaction Documents, to Dealer and/or Distributor and Seller or its affiliate, as applicable, transfers transfer to Dealer and/or Distributor Owner all its of Seller’s right, title and interest in to any and all claims to the Inventory; Residual Net Cash Flow. (iii) Since the Inventory is Closing Date, (a) there has been no any material adverse change in new or with respect to the Seller’s rights and/or claims to the Residual Net Cash Flow, and unused condition; it is of the kind, quality and condition represented or warranted to Dealer and/or Distributor; it meets or exceeds all applicable federal, state and local safety, manufacturing and other standards; and if it is a type of Inventory customarily crated or boxed, such crate or box is factory sealed. (b) In the event of breach of Seller has not, in whole or in part, entered into any of the foregoing representations agreement, arrangement or warranties, Seller will, immediately upon demand, purchase from Red Iron the Wholesale Instrument relating understanding that will result in any such rights an/or claims to the Invoice Residual Net Cash Flow being transferred, assigned, sold, conveyed, or Inventory with respect pledged (iv) Seller has not entered into any agreement, arrangement or understanding that will result in an obligation of Owner to which the representation/warranty was breached and paypay any fee, in good immediately available funds, the unpaid balance amount of the Wholesale Instrument, plus all charges owing by Dealer and/or Distributor with respect thereto, and all of Red Iron’s costs and expenses, including reasonable attorneys’ fees, actually incurred commission or similar payment in connection with such breachtransaction contemplated by the Agreement or this Amendment.

Seller Representations and Warranties. Seller represents and warrants to Purchaser that as of the date hereof: (a) Seller represents and warrants, at the time of any Red Iron Approval and/or advance against any Invoice as provided hereunder, that: (i) each and every Invoice issued by Seller or its affiliate, as applicable, represents valid obligations of a Dealer and/or Distributor, is legally enforceable according to its terms and relates to bona fide, original acquisition sales of Inventory by Seller or its affiliate, as applicable, to a Dealer and/or Distributor without any claim, offset or defense to payment by Dealer and/or Distributor and that Dealer and/or Distributor requested that the acquisition of Inventory be financed by Red Iron; (ii) Seller’s (or, as applicable, its affiliate’s) title to all Inventory is free and clear of all security interests, liens and encumbrances when transferred to Dealer and/or Distributor and Seller or its affiliate, as applicable, transfers to Dealer and/or Distributor all its right, title and interest in and to the Inventory; (iii) the Inventory is in new and unused condition; it is of the kind, quality and condition represented or warranted to Dealer and/or Distributor; it meets or exceeds all applicable federal, state and local safety, manufacturing and other standards; and if it is a type limited liability company, duly organized, validly existing and in good standing under the laws of Inventory customarily crated or boxed, such crate or box is factory sealedits jurisdiction of formation. (b) In Seller has all requisite power and authority to execute and deliver this Agreement and all documents, certificates, agreements, instruments and writings it is required to deliver hereunder (collectively, the event “Seller Closing Documents”), and to perform, carry out and consummate the transactions contemplated to be consummated by it hereby and thereby, including the power and authority to sell, transfer and convey the interest in the Sale Assets to be sold by it, subject to the satisfaction of breach the conditions precedent to Seller’s obligations hereinafter provided. The execution, delivery and performance of this Agreement and the other Seller Closing Documents have been duly authorized by all necessary action of Seller, including any required approval of the members of Seller. This Agreement does, and when executed by Seller, the other Seller Closing Documents shall, constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and by equitable principles. (c) There is no action, suit or proceeding before any court or governmental or other regulatory or administrative agency, commission or tribunal pending or, to the actual knowledge of Seller, threatened against Seller or the interest in the Sale Assets to be sold by Seller which, if determined adversely to Seller would reasonably be expected to interfere in any material respect with the ability of Seller to perform its obligations under this Agreement or materially and adversely affect the value of the interest in the Sale Assets to be sold by Seller. (d) Seller has not entered into any leases for the Property other than the Lease. (e) To Seller’s actual knowledge, the Lease is in full force and effect and the obligation to pay rent thereunder has commenced. Seller has not received written notice of any uncured default from Lessee under the Lease. (f) At Closing, other than the lien of the foregoing representations Mortgage, the Sale Assets to be sold by Seller shall be free and clear of any lien, security interest or warrantiesencumbrance thereon. There are no rights, options or other agreements of any kind to purchase, acquire, receive or issue any interest of Seller willin and to the Sale Assets to be sold by it. (g) RA Defiance OH has legal title to the Property, immediately upon demandsubject to the existing state of title of the Property. (h) RA Defiance OH has not incurred any liabilities, purchase except for (i) its obligations under the Mortgage, (ii) its obligations under the Material Organizational Documents, (iii) obligations arising from Red Iron the Wholesale Instrument or relating to the Invoice or Inventory with respect ownership of its interests in the Property, (iv) its obligations relating to the maintenance of its status as a Delaware limited liability company and the maintenance of such company’s qualifications to do business in such other jurisdictions where it has qualified to do business, (v) obligations arising under any matter appearing of record against the Property, (vi) customary unsecured trade debt which will not exceed $1,000.00 as of the representation/warranty was breached Closing Date, and pay(vii) the obligation to pay fees to National Registered Agents, Inc. for acting as its registered agent. RA Defiance OH does not own any assets, except (1) relating to the ownership of its interest in the Property, and (2) bank accounts. (i) RA Defiance OH has been duly formed as a limited liability company and is validly existing in good immediately available funds, standing under the unpaid balance amount laws of the Wholesale Instrument, plus all charges owing by Dealer and/or Distributor with respect thereto, State of Delaware and all of Red Iron’s costs has the power and expenses, including reasonable attorneys’ fees, actually incurred in connection with such breachauthority to own the Property.

Seller Representations and Warranties. Seller represents and warrants to Purchaser that as of the date hereof: (a) Seller represents and warrants, at the time of any Red Iron Approval and/or advance against any Invoice as provided hereunder, that: (i) each and every Invoice issued by Seller or its affiliate, as applicable, represents valid obligations of a Dealer and/or Distributor, is legally enforceable according to its terms and relates to bona fide, original acquisition sales of Inventory by Seller or its affiliate, as applicable, to a Dealer and/or Distributor without any claim, offset or defense to payment by Dealer and/or Distributor and that Dealer and/or Distributor requested that the acquisition of Inventory be financed by Red Iron; (ii) Seller’s (or, as applicable, its affiliate’s) title to all Inventory is free and clear of all security interests, liens and encumbrances when transferred to Dealer and/or Distributor and Seller or its affiliate, as applicable, transfers to Dealer and/or Distributor all its right, title and interest in and to the Inventory; (iii) the Inventory is in new and unused condition; it is of the kind, quality and condition represented or warranted to Dealer and/or Distributor; it meets or exceeds all applicable federal, state and local safety, manufacturing and other standards; and if it is a type limited liability company, duly organized, validly existing and in good standing under the laws of Inventory customarily crated or boxed, such crate or box is factory sealedits jurisdiction of formation. (b) In Seller has all requisite power and authority to execute and deliver this Agreement and all documents, certificates, agreements, instruments and writings it is required to deliver hereunder (collectively, the event “Seller Closing Documents”), and to perform, carry out and consummate the transactions contemplated to be consummated by it hereby and thereby, including the power and authority to sell, transfer and convey the interest in the Sale Assets to be sold by it, subject to the satisfaction of breach the conditions precedent to Seller’s obligations hereinafter provided. The execution, delivery and performance of this Agreement and the other Seller Closing Documents have been duly authorized by all necessary action of Seller, including any required approval of the members of Seller. This Agreement does, and when executed by Seller, the other Seller Closing Documents shall, constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and by equitable principles. (c) There is no action, suit or proceeding before any court or governmental or other regulatory or administrative agency, commission or tribunal pending or, to the actual knowledge of Seller, threatened against Seller or the interest in the Sale Assets to be sold by Seller which, if determined adversely to Seller would reasonably be expected to interfere in any material respect with the ability of Seller to perform its obligations under this Agreement or materially and adversely affect the value of the interest in the Sale Assets to be sold by Seller. (d) Seller has not entered into any leases for the Property other than the Lease. (e) To Seller’s actual knowledge, the Lease is in full force and effect and the obligation to pay rent thereunder has commenced. Seller has not received written notice of any uncured default from Lessee under the Lease. (f) At Closing, the Sale Assets to be sold by Seller shall be free and clear of any lien, security interest or encumbrance thereon. There are no rights, options or other agreements of any kind to purchase, acquire, receive or issue any interest of Seller in and to the Sale Assets to be sold by it. (g) WG Indianapolis IN has legal title to the Property, subject to the existing state of title of the foregoing representations Property. (h) WG Indianapolis IN has not incurred any liabilities, except for (i) its obligations under the Material Organizational Documents, (ii) obligations arising from or warranties, Seller will, immediately upon demand, purchase from Red Iron the Wholesale Instrument relating to the Invoice or Inventory with respect ownership of its interests in the Property, (iii) its obligations relating to the maintenance of its status as a Delaware limited liability company and the maintenance of such company’s qualifications to do business in such other jurisdictions where it has qualified to do business, (iv) obligations arising under any matter appearing of record against the Property, (v) customary unsecured trade debt which will not exceed $1,000.00 as of the representation/warranty was breached Closing Date, and pay(vi) the obligation to pay fees to The Corporation Trust Company for acting as its registered agent. WG Indianapolis IN does not own any assets, except (1) relating to the ownership of its interest in the Property, and (2) bank accounts. (i) WG Indianapolis IN has been duly formed as a limited liability company and is validly existing in good immediately available funds, standing under the unpaid balance amount laws of the Wholesale Instrument, plus all charges owing by Dealer and/or Distributor with respect thereto, State of Delaware and all has the power and authority to own the Property. The provisions of Red Iron’s costs and expenses, including reasonable attorneys’ fees, actually incurred in connection with such breachthis Section 3.01 shall survive the Closing.

Seller Representations and Warranties. Seller represents and warrants to Purchaser that as of the date hereof: (a) Seller represents and warrants, at the time of any Red Iron Approval and/or advance against any Invoice as provided hereunder, that: (i) each and every Invoice issued by Seller or its affiliate, as applicable, represents valid obligations of a Dealer and/or Distributor, is legally enforceable according to its terms and relates to bona fide, original acquisition sales of Inventory by Seller or its affiliate, as applicable, to a Dealer and/or Distributor without any claim, offset or defense to payment by Dealer and/or Distributor and that Dealer and/or Distributor requested that the acquisition of Inventory be financed by Red Iron; (ii) Seller’s (or, as applicable, its affiliate’s) title to all Inventory is free and clear of all security interests, liens and encumbrances when transferred to Dealer and/or Distributor and Seller or its affiliate, as applicable, transfers to Dealer and/or Distributor all its right, title and interest in and to the Inventory; (iii) the Inventory is in new and unused condition; it is of the kind, quality and condition represented or warranted to Dealer and/or Distributor; it meets or exceeds all applicable federal, state and local safety, manufacturing and other standards; and if it is a type limited liability company, duly organized, validly existing and in good standing under the laws of Inventory customarily crated or boxed, such crate or box is factory sealedits jurisdiction of formation. (b) In Seller has all requisite power and authority to execute and deliver this Agreement and all documents, certificates, agreements, instruments and writings it is required to deliver hereunder (collectively, the event “Seller Closing Documents”), and to perform, carry out and consummate the transactions contemplated to be consummated by it hereby and thereby, including the power and authority to sell, transfer and convey the interest in the Sale Assets to be sold by it, subject to the satisfaction of breach the conditions precedent to Seller’s obligations hereinafter provided. The execution, delivery and performance of this Agreement and the other Seller Closing Documents have been duly authorized by all necessary action of Seller, including any required approval of the members of Seller. This Agreement does, and when executed by Seller, the other Seller Closing Documents shall, constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and by equitable principles. (c) There is no action, suit or proceeding before any court or governmental or other regulatory or administrative agency, commission or tribunal pending or, to the actual knowledge of Seller, threatened against Seller or the interest in the Sale Assets to be sold by Seller which, if determined adversely to Seller would reasonably be expected to interfere in any material respect with the ability of Seller to perform its obligations under this Agreement or materially and adversely affect the value of the interest in the Sale Assets to be sold by Seller. (d) Seller has not entered into any lease for the Property other than the Lease. (e) To Seller’s actual knowledge, the Lease is in full force and effect and the obligation to pay rent thereunder has commenced. Seller has not received written notice of any uncured default from Lessee under the Lease. (f) At Closing, the Sale Assets to be sold by Seller shall be free and clear of any lien, security interest or encumbrance thereon. There are no rights, options or other agreements of any kind to purchase, acquire, receive or issue any interest of Seller in and to the Sale Assets to be sold by it. (g) Xxxx Wilkesboro has legal title to the Property, subject to the existing state of title of the foregoing representations Property. (h) Xxxx Wilkesboro has not incurred any liabilities, except for (i) its obligations under the Material Organizational Documents, (ii) obligations arising from or warranties, Seller will, immediately upon demand, purchase from Red Iron the Wholesale Instrument relating to the Invoice or Inventory with respect ownership of its interests in the Property, (iii) its obligations relating to the maintenance of its status as a Delaware limited liability company and the maintenance of such company’s qualifications to do business in such other jurisdictions where it has qualified to do business, (iv) obligations arising under any matter appearing of record against the Property, (v) customary unsecured trade debt which will not exceed $1,000.00 as of the representation/warranty was breached Closing Date, and pay(vi) the obligation to pay fees to The Corporation Trust Company for acting as its registered agent. Xxxx Wilkesboro does not own any assets, except (1) relating to the ownership of its interest in the Property, and (2) bank accounts. (i) Xxxx Wilkesboro has been duly formed as a limited liability company and is validly existing in good immediately available funds, standing under the unpaid balance amount laws of the Wholesale Instrument, plus all charges owing by Dealer and/or Distributor with respect thereto, State of Delaware and all has the power and authority to own the Property. The provisions of Red Iron’s costs and expenses, including reasonable attorneys’ fees, actually incurred in connection with such breachthis Section 3.01 shall survive the Closing.

Seller Representations and Warranties. Seller represents and warrants to Purchaser that as of the date hereof: (a) Seller represents and warrants, at the time of any Red Iron Approval and/or advance against any Invoice as provided hereunder, that: (i) each and every Invoice issued by Seller or its affiliate, as applicable, represents valid obligations of a Dealer and/or Distributor, is legally enforceable according to its terms and relates to bona fide, original acquisition sales of Inventory by Seller or its affiliate, as applicable, to a Dealer and/or Distributor without any claim, offset or defense to payment by Dealer and/or Distributor and that Dealer and/or Distributor requested that the acquisition of Inventory be financed by Red Iron; (ii) Seller’s (or, as applicable, its affiliate’s) title to all Inventory is free and clear of all security interests, liens and encumbrances when transferred to Dealer and/or Distributor and Seller or its affiliate, as applicable, transfers to Dealer and/or Distributor all its right, title and interest in and to the Inventory; (iii) the Inventory is in new and unused condition; it is of the kind, quality and condition represented or warranted to Dealer and/or Distributor; it meets or exceeds all applicable federal, state and local safety, manufacturing and other standards; and if it is a type limited liability company, duly organized, validly existing and in good standing under the laws of Inventory customarily crated or boxed, such crate or box is factory sealedits jurisdiction of formation. (b) In Seller has all requisite power and authority to execute and deliver this Agreement and all documents, certificates, agreements, instruments and writings it is required to deliver hereunder (collectively, the event “Seller Closing Documents”), and to perform, carry out and consummate the transactions contemplated to be consummated by it hereby and thereby, including the power and authority to sell, transfer and convey the interest in the Sale Assets to be sold by it, subject to the satisfaction of breach the conditions precedent to Seller’s obligations hereinafter provided. The execution, delivery and performance of this Agreement and the other Seller Closing Documents have been duly authorized by all necessary action of Seller, including any required approval of the members of Seller. This Agreement does, and when executed by Seller, the other Seller Closing Documents shall, constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and by equitable principles. (c) There is no action, suit or proceeding before any court or governmental or other regulatory or administrative agency, commission or tribunal pending or, to the actual knowledge of Seller, threatened against Seller or the interest in the Sale Assets to be sold by Seller which, if determined adversely to Seller would reasonably be expected to interfere in any material respect with the ability of Seller to perform its obligations under this Agreement or materially and adversely affect the value of the interest in the Sale Assets to be sold by Seller. (d) Seller has not entered into any lease for the Property other than the Lease. (e) To Seller’s actual knowledge, the Lease is in full force and effect and the obligation to pay rent thereunder has commenced. Seller has not received written notice of any uncured default from Lessee under the Lease. (f) At Closing, the Sale Assets to be sold by Seller shall be free and clear of any lien, security interest or encumbrance thereon. There are no rights, options or other agreements of any kind to purchase, acquire, receive or issue any interest of Seller in and to the Sale Assets to be sold by it. (g) Xxxx Xxxxxx has legal title to the Property, subject to the existing state of title of the foregoing representations Property. (h) Xxxx Xxxxxx has not incurred any liabilities, except for (i) its obligations under the Material Organizational Documents, (ii) obligations arising from or warranties, Seller will, immediately upon demand, purchase from Red Iron the Wholesale Instrument relating to the Invoice or Inventory with respect ownership of its interests in the Property, (iii) its obligations relating to the maintenance of its status as a Delaware limited liability company and the maintenance of such company’s qualifications to do business in such other jurisdictions where it has qualified to do business, (iv) obligations arising under any matter appearing of record against the Property, (v) customary unsecured trade debt which will not exceed $1,000.00 as of the representation/warranty was breached Closing Date, and pay(vi) the obligation to pay fees to The Corporation Trust Company for acting as its registered agent. Xxxx Xxxxxx does not own any assets, except (1) relating to the ownership of its interest in the Property, and (2) bank accounts. (i) Xxxx Xxxxxx has been duly formed as a limited liability company and is validly existing in good immediately available funds, standing under the unpaid balance amount laws of the Wholesale Instrument, plus all charges owing by Dealer and/or Distributor with respect thereto, State of Delaware and all has the power and authority to own the Property. The provisions of Red Iron’s costs and expenses, including reasonable attorneys’ fees, actually incurred in connection with such breachthis Section 3.01 shall survive the Closing.

Seller Representations and Warranties. Seller represents and warrants to Purchaser that as of the date hereof: (a) Seller represents and warrants, at the time of any Red Iron Approval and/or advance against any Invoice as provided hereunder, that: (i) each and every Invoice issued by Seller or its affiliate, as applicable, represents valid obligations of a Dealer and/or Distributor, is legally enforceable according to its terms and relates to bona fide, original acquisition sales of Inventory by Seller or its affiliate, as applicable, to a Dealer and/or Distributor without any claim, offset or defense to payment by Dealer and/or Distributor and that Dealer and/or Distributor requested that the acquisition of Inventory be financed by Red Iron; (ii) Seller’s (or, as applicable, its affiliate’s) title to all Inventory is free and clear of all security interests, liens and encumbrances when transferred to Dealer and/or Distributor and Seller or its affiliate, as applicable, transfers to Dealer and/or Distributor all its right, title and interest in and to the Inventory; (iii) the Inventory is in new and unused condition; it is of the kind, quality and condition represented or warranted to Dealer and/or Distributor; it meets or exceeds all applicable federal, state and local safety, manufacturing and other standards; and if it is a type limited liability company, duly organized, validly existing and in good standing under the laws of Inventory customarily crated or boxed, such crate or box is factory sealedits jurisdiction of formation. (b) In Seller has all requisite power and authority to execute and deliver this Agreement and all documents, certificates, agreements, instruments and writings it is required to deliver hereunder (collectively, the event “Seller Closing Documents”), and to perform, carry out and consummate the transactions contemplated to be consummated by it hereby and thereby, including the power and authority to sell, transfer and convey the interest in the Sale Assets to be sold by it, subject to the satisfaction of breach the conditions precedent to Seller’s obligations hereinafter provided. The execution, delivery and performance of this Agreement and the other Seller Closing Documents have been duly authorized by all necessary action of Seller, including any required approval of the members of Seller. This Agreement does, and when executed by Seller, the other Seller Closing Documents shall, constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and by equitable principles. (c) There is no action, suit or proceeding before any court or governmental or other regulatory or administrative agency, commission or tribunal pending or, to the actual knowledge of Seller, threatened against Seller or the interest in the Sale Assets to be sold by Seller which, if determined adversely to Seller would reasonably be expected to interfere in any material respect with the ability of Seller to perform its obligations under this Agreement or materially and adversely affect the value of the interest in the Sale Assets to be sold by Seller. (d) Seller has not entered into any leases for the Property other than the Lease. (e) To Seller’s actual knowledge, the Lease is in full force and effect and the obligation to pay rent thereunder has commenced. Seller has not received written notice of any uncured default from Lessee under the Lease. (f) At Closing, the Sale Assets to be sold by Seller shall be free and clear of any lien, security interest or encumbrance thereon. There are no rights, options or other agreements of any kind to purchase, acquire, receive or issue any interest of Seller in and to the Sale Assets to be sold by it. (g) SC Hoover AL has legal title to the Property, subject to the existing state of title of the foregoing representations Property. (h) SC Hoover AL has not incurred any liabilities, except for (i) its obligations under the Material Organizational Documents, (ii) obligations arising from or warranties, Seller will, immediately upon demand, purchase from Red Iron the Wholesale Instrument relating to the Invoice or Inventory with respect ownership of its interests in the Property, (iii) its obligations relating to the maintenance of its status as a Delaware limited liability company and the maintenance of such company’s qualifications to do business in such other jurisdictions where it has qualified to do business, (iv) obligations arising under any matter appearing of record against the Property, (v) customary unsecured trade debt which will not exceed $1,000.00 as of the representation/warranty was breached Closing Date, and pay(vi) the obligation to pay fees to The Corporation Trust Company for acting as its registered agent. SC Hoover AL, LLC does not own any assets, except (1) relating to the ownership of its interest in the Property, and (2) bank accounts. (i) SC Hoover AL has been duly formed as a limited liability company and is validly existing in good immediately available funds, standing under the unpaid balance amount laws of the Wholesale Instrument, plus all charges owing by Dealer and/or Distributor with respect thereto, State of Delaware and all has the power and authority to own the Property. The provisions of Red Iron’s costs and expenses, including reasonable attorneys’ fees, actually incurred in connection with such breachthis Section 3.01 shall survive the Closing.

Seller Representations and Warranties. Seller represents and warrants to that as of the Effective Date and the date Seller executes this Agreement that to the best of Seller's knowledge: (a) Seller represents Is duly qualified to carry on its business in the state where the Interests are located, and warrants, at has all the time of any Red Iron Approval and/or advance against any Invoice as provided hereunder, that: (i) each requisite power and every Invoice issued by Seller or its affiliate, as applicable, represents valid obligations of a Dealer and/or Distributor, is legally enforceable according authority to its terms enter into and relates to bona fide, original acquisition sales of Inventory by Seller or its affiliate, as applicable, to a Dealer and/or Distributor without any claim, offset or defense to payment by Dealer and/or Distributor and that Dealer and/or Distributor requested that the acquisition of Inventory be financed by Red Iron; (ii) Seller’s (or, as applicable, its affiliate’s) title to all Inventory is free and clear of all security interests, liens and encumbrances when transferred to Dealer and/or Distributor and Seller or its affiliate, as applicable, transfers to Dealer and/or Distributor all its right, title and interest in and to the Inventory; (iii) the Inventory is in new and unused condition; it is of the kind, quality and condition represented or warranted to Dealer and/or Distributor; it meets or exceeds all applicable federal, state and local safety, manufacturing and other standards; and if it is a type of Inventory customarily crated or boxed, such crate or box is factory sealedperform this Agreement. (b) In It has taken all necessary actions pursuant to Its Articles of Incorporation, By-laws and other governing documents to fully authorize it to consummate the transaction contemplated by this Agreement. (c) This Agreement and the consummation of the transactions contemplated by this Agreement will not violate, constitute a default under, or be in conflict with (i) any provision of Seller's Articles of Incorporation or Bylaws, (ii) any material contract, agreement or instrument to which Seller is a party or by which Seller is bound or, (iii) any judgment, decree, order, statute, rule, permit or regulation applicable to Seller or the Assets. (d) The execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly executed and delivered on behalf of Seller and at Closing all documents and instruments required hereunder to be executed and delivered by Seller shall have been duly executed and delivered. This Agreement and such documents and instruments will constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their terms, subject, however, to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors, and to general principles of equity. (e) SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, REGARDING THE SUBJECT PROPERTIES, FIXTURES, FACILITIES, EQUIPMENT, IMPROVEMENTS, MATERIALS AND OTHER PERSONAL PROPERTY LOCATED ON OR INCLUDED IN THE ASSETS, AND THE SAME ARE TO BE SOLD ON AN "AS IS, WHERE IS" BASIS AND CONDITION. IT IS UNDERSTOOD BETWEEN THE PARTIES THAT SELLER HAS RECORD TITLE SUBJECT TO CLAIMS OF VARIOUS PARTICIPANTS THAT WILL BE SATISFIED OUT OF SELLER'S POSITION IN THE SALE. (f) To the best of Seller's knowledge, all ad valorem, property and similar taxes and assessments based on or measured by the ownership of the Assets or the production of hydrocarbons or the receipt of proceeds there from on account of the Assets for all years prior to 2001 have been properly paid. (g) To the best of Seller's knowledge, there are no bankruptcy, reorganization or arrangement proceedings pending, being contemplated by or to the best of Seller's knowledge threatened against Seller. (h) Except as expressly set forth in attached Schedule "B", no suit, M&M lien, action or other proceeding (including, without limitation, tax, environmental or development demands proceedings) is pending, or to the best of Seller's knowledge threatened, which might result in impairment or loss of title to any of the Assets or the value thereof. Seller shall promptly notify Buyer of any such proceeding which may arise or be threatened prior to Closing hereunder. (i) To the best of Seller's knowledge, there exists no adverse claim or claimed default (or any event which, with the giving of notice or the passage of time, or both, would constitute a default) under (i) any of the Subject Agreements or (ii) any order, writ, injunction or decree of any court, commission or administrative agency affecting any of the Assets. Seller shall promptly notify Buyer of any notice hereafter received by Seller of any such claim or default and the occurrence of any such event of breach which Seller becomes aware prior to Closing. (j) To the best of Seller's knowledge, there are no unpaid bills or past due charges for any labor or materials incurred by or on behalf of Seller incident to the exploration, development or operation of the Assets which could be the basis for the existence or the filing of any claims against the Assets or any part thereof, other than as set forth in Exhibit B and Exhibit B-1. (k) To the best of Seller's knowledge, the Assets have been operated in compliance in all material respects with all valid laws, rules, regulations, ordinances and orders of governmental authorities having jurisdiction (including environmental laws) and in compliance in all material respects with all permits, approvals, contracts and agreements relating to the Assets. (l) None of the Assets are subject to any preferential rights to purchase or restrictions on assignment that would be applicable to the transactions contemplated hereby, or which have not already expired. (m) To the best of Seller's knowledge, there are no approvals, consents or filings required to be made or obtained to an assignment or transfer of any of the foregoing representations Assets. (n) To the best of Seller's knowledge, there are no operations involving any of the Assets to which Seller has become a non-consenting party. (o) To the best of Seller's knowledge, except as expressly set forth on Schedule "F", there are no prepayments, advance payments, take-or-pay payments or warrantiessimilar payments requiring the delivery of gas from the Assets without then or thereafter receiving payment at current prices. (p) To the best of Seller's knowledge, all of the Subject Properties have been drilled and completed within the boundaries of the Subject Lease or within the limits otherwise permitted by contract, pooling or unit agreement, and by law; and all drilling and completion of the Subject Properties and all development and operations on the Subject Lease have been conducted in all material respects in compliance with all applicable laws, ordinances, rules, regulations and permits, and judgments, orders and decrees of any court or governmental body or agency, except failures which individually and in the aggregate would not have a material adverse effect on the use, value or operation of the Assets. (q) To the best of Seller's knowledge, except as expressly set forth in Schedule "G", all proceeds from the sale of hydrocarbons produced from the Subject Properties are currently being paid to Seller willand no portion of such proceeds is currently being held in suspense by any Buyer thereof or any other party by whom proceeds are paid except for immaterial amounts. (r) On the Closing Date, immediately upon demandno mortgage lien, purchase from Red Iron the Wholesale Instrument relating to the Invoice security interest or Inventory similar lien created by Seller will exist with respect to which the representation/warranty was breached and pay, in good immediately available fundsAssets. (s) To the best of Seller's knowledge, the unpaid balance amount Subject Lease is burdened by no royalty, overriding royalty interests, production payments or other burdens on production in excess of those shown on Exhibit A. Otherwise, the Wholesale InstrumentAssignment shall be made without warranty of title, plus all charges owing by Dealer and/or Distributor with respect theretoeither express or implied, except for acts by, through and under Seller, and shall be subject to all of Red Iron’s costs and expensesvalidly existing burdens on production which pertain to the Subject Lease. (t) SELLER DOES NOT WARRANT, including reasonable attorneys’ feesEITHER EXPRESSLY OR IMPLIEDLY, actually incurred in connection with such breachTHE RESERVOIR PERFORMANCE OR THE MERCHANTABILITY, SUITABILITY, CONDITION OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OF ANY OF THE AFORESAID LEASEHOLD EQUIPMENT, MATERIAL OR PERSONAL PROPERTY, ANY SUCH WARRANTY BEING EXPRESSLY DENIED. BUYER, BY ACCEPTANCE OF THIS AGREEMENT, HEREBY AGREES TO ACCEPT THE SAME "WHERE IS, AS IS" AND WITH ALL FAULTS OR DEFECTS, IF ANY, IN THEIR PRESENT CONDITION AND STATE OF REPAIR. BUYER EXPRESSLY WAIVES ALL OF THE EXPRESS AND IMPLIED WARRANTIES PROVIDED BY NEW MEXICO LAW, INCLUDING PARTICULARLY (BUT NOT LIMITED TO) (1) THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (2) THE WARRANTY AGAINST REDHIBITORY VICES AND (3) ANY RIGHT TO CLAIM RESCISSION OR REDUCTION IN THE PURCHASE PRICE ON ACCOUNT OF ANY DEFECT OR CONDITION OF THE AFORESAID LEASEHOLD EQUIPMENT, MATERIAL OR PERSONAL PROPERTY WHICH MAY NOW OR HEREAFTER EXIST, WHETHER KNOWN OR UNKNOWN ON THIS DATE.

Seller Representations and Warranties. Seller represents and warrants to Purchaser that as of the date hereof: (a) Seller represents and warrants, at the time of any Red Iron Approval and/or advance against any Invoice as provided hereunder, that: (i) each and every Invoice issued by Seller or its affiliate, as applicable, represents valid obligations of a Dealer and/or Distributor, is legally enforceable according to its terms and relates to bona fide, original acquisition sales of Inventory by Seller or its affiliate, as applicable, to a Dealer and/or Distributor without any claim, offset or defense to payment by Dealer and/or Distributor and that Dealer and/or Distributor requested that the acquisition of Inventory be financed by Red Iron; (ii) Seller’s (or, as applicable, its affiliate’s) title to all Inventory is free and clear of all security interests, liens and encumbrances when transferred to Dealer and/or Distributor and Seller or its affiliate, as applicable, transfers to Dealer and/or Distributor all its right, title and interest in and to the Inventory; (iii) the Inventory is in new and unused condition; it is of the kind, quality and condition represented or warranted to Dealer and/or Distributor; it meets or exceeds all applicable federal, state and local safety, manufacturing and other standards; and if it is a type limited liability company, duly organized, validly existing and in good standing under the laws of Inventory customarily crated or boxed, such crate or box is factory sealedits jurisdiction of formation. (b) In Seller has all requisite power and authority to execute and deliver this Agreement and all documents, certificates, agreements, instruments and writings it is required to deliver hereunder (collectively, the event “Seller Closing Documents”), and to perform, carry out and consummate the transactions contemplated to be consummated by it hereby and thereby, including the power and authority to sell, transfer and convey the interest in the Sale Assets to be sold by it, subject to the satisfaction of breach the conditions precedent to Seller’s obligations hereinafter provided. The execution, delivery and performance of this Agreement and the other Seller Closing Documents have been duly authorized by all necessary action of Seller, including any required approval of the members of Seller. This Agreement does, and when executed by Seller, the other Seller Closing Documents shall, constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and by equitable principles. (c) There is no action, suit or proceeding before any court or governmental or other regulatory or administrative agency, commission or tribunal pending or, to the actual knowledge of Seller, threatened against Seller or the interest in the Sale Assets to be sold by Seller which, if determined adversely to Seller would reasonably be expected to interfere in any material respect with the ability of Seller to perform its obligations under this Agreement or materially and adversely affect the value of the interest in the Sale Assets to be sold by Seller. (d) Seller has not entered into any lease for the Property other than the Lease. (e) To Seller’s actual knowledge, the Lease is in full force and effect and the obligation to pay rent thereunder has commenced. Seller has not received written notice of any uncured default from Lessee under the Lease. (f) At Closing, the Sale Assets to be sold by Seller shall be free and clear of any lien, security interest or encumbrance thereon. There are no rights, options or other agreements of any kind to purchase, acquire, receive or issue any interest of Seller in and to the Sale Assets to be sold by it. (g) Xxxx Reidsville has legal title to the Property, subject to the existing state of title of the foregoing representations Property. (h) Xxxx Reidsville has not incurred any liabilities, except for (i) its obligations under the Material Organizational Documents, (ii) obligations arising from or warranties, Seller will, immediately upon demand, purchase from Red Iron the Wholesale Instrument relating to the Invoice or Inventory with respect ownership of its interests in the Property, (iii) its obligations relating to the maintenance of its status as a Delaware limited liability company and the maintenance of such company’s qualifications to do business in such other jurisdictions where it has qualified to do business, (iv) obligations arising under any matter appearing of record against the Property, (v) customary unsecured trade debt which will not exceed $1,000.00 as of the representation/warranty was breached Closing Date, and pay(vi) the obligation to pay fees to The Corporation Trust Company for acting as its registered agent. Xxxx Reidsville does not own any assets, except (1) relating to the ownership of its interest in the Property, and (2) bank accounts. (i) Xxxx Reidsville has been duly formed as a limited liability company and is validly existing in good immediately available funds, standing under the unpaid balance amount laws of the Wholesale Instrument, plus all charges owing by Dealer and/or Distributor with respect thereto, State of Delaware and all has the power and authority to own the Property. The provisions of Red Iron’s costs and expenses, including reasonable attorneys’ fees, actually incurred in connection with such breachthis Section 3.01 shall survive the Closing.

Seller Representations and Warranties. Seller represents and warrants to Purchaser as of the Closing as follows: (a) Seller represents is the sole record and warrantsbeneficial owner of, at and has good, valid and indefeasible title to, the time of any Red Iron Approval and/or advance against any Invoice as provided hereunderShares, that: (i) each and every Invoice issued by Seller or its affiliate, as applicable, represents valid obligations of a Dealer and/or Distributor, is legally enforceable according to its terms and relates to bona fide, original acquisition sales of Inventory by Seller or its affiliate, as applicable, to a Dealer and/or Distributor without any claim, offset or defense to payment by Dealer and/or Distributor and that Dealer and/or Distributor requested that the acquisition of Inventory be financed by Red Iron; (ii) Seller’s (or, as applicable, its affiliate’s) title to all Inventory is free and clear of any and all covenants, conditions, voting trust arrangements, liens, security interests, liens encumbrances or restrictions on transfer (other than restrictions on transfer noted on the certificates evidencing said Shares and encumbrances when transferred to Dealer and/or Distributor restrictions on transfer under state or federal securities laws) charges, and Seller adverse claims or its affiliate, as applicable, transfers to Dealer and/or Distributor all its right, title and interest in and to the Inventory; (iii) the Inventory is in new and unused condition; it is of the kind, quality and condition represented or warranted to Dealer and/or Distributor; it meets or exceeds all applicable federal, state and local safety, manufacturing and other standards; and if it is a type of Inventory customarily crated or boxed, such crate or box is factory sealedrights whatsoever. (b) In Upon transfer of the event Shares to Purchaser pursuant to the terms hereof, Purchaser will acquire all rights of Seller in, and good, valid and indefeasible title to, such Shares, free and clear of any and all covenants, conditions, voting trust arrangements, liens, security interests, encumbrances or restrictions on transfer (other than restrictions on transfer noted on the certificates evidencing said Shares and restrictions on transfer under state or federal securities laws) charges, and adverse claims or rights whatsoever. (c) There are no restrictions on Seller’s right to transfer the Shares to Purchaser pursuant to this Agreement, other than those imposed by applicable federal and state securities laws. (d) Seller has the full right, corporate power and authority to enter into, execute and deliver this Agreement, and to transfer, convey and sell to Purchaser at the Closing the Shares and otherwise to perform fully its obligations hereunder. Seller has taken all actions necessary to authorize the execution and delivery of this Agreement, the performance of Seller’s obligations hereunder and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and constitutes the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be subject to the effects of bankruptcy, insolvency, reorganization, moratorium, receivership, or similar laws or judicial decisions now or hereafter in effect relating to, limiting, or affecting the rights of creditors generally or by general principles of equity. (e) The execution and delivery of this Agreement by Seller and the performance of Seller’s obligations under this Agreement will not (i) result in any conflict with the organizational documents of Seller, (ii) require any filing with or permit, consent or approval of, or the giving of any notice to, any individual, corporation, partnership, limited liability company, joint venture, association, trust or other entity or organization or governmental authority, (iii) result in the creation or imposition of any lien on any properties or assets of Seller, including the Shares or (iv) result in any breach or violation of or default under (1) any law, statute, regulation, judgment, order, decree or permit applicable to Seller or the Shares, including, but not limited to, any state or federal securities laws, or (2) any mortgage, lease, agreement, deed of trust, indenture or any other instrument to which Seller is a party or by which Seller or any of its properties or assets are bound. (f) Seller does not hold any option, warrant, purchase right, subscription right, conversion right, exchange right or other right, commitment, contract or agreement of any character (other than this Agreement) relating to the Shares or that could require Seller or, after the Closing, Purchaser, to sell, transfer or otherwise dispose of any Shares. Seller is not party to or bound by any voting trust, proxy or other agreement or understanding with respect to the voting, distribution rights or transfer of any Shares. (g) There is no claim, action, suit, proceeding or, to the knowledge of Seller, investigation, pending or, to the knowledge of Seller, threatened, against Seller or any of its affiliates by or before any court or governmental entity or third party that (i) questions or challenges the validity of this Agreement or any action taken or to be taken by Seller pursuant to this Agreement or in connection with the transactions contemplated hereby, or (ii) seeks to prohibit or enjoin the consummation of the transactions contemplated hereby. (h) Seller has not entered into any contract, agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other firm or person to any broker’s or finder’s fee or any other commission or similar fee in connection with any of the foregoing representations or warrantiestransactions contemplated hereby, other than Seller’s fee arrangement with Xxxxxxxx Xxxxx, the payment for which Seller willwill be solely responsible. (i) Seller has knowledge, immediately upon demandskill and experience in financial, purchase from Red Iron the Wholesale Instrument business and investment matters relating to transactions of this type and is capable of evaluating the Invoice or Inventory with respect to which the representation/warranty was breached merits and pay, in good immediately available funds, the unpaid balance amount risks of the Wholesale Instrument, plus all charges owing by Dealer and/or Distributor with respect thereto, sale of the Shares and all of Red Ironprotecting Seller’s costs and expenses, including reasonable attorneys’ fees, actually incurred interest in connection with such breachthe sale of the Shares.

Seller Representations and Warranties. (a) The Seller represents makes the following representations and warrantswarranties to Purchaser, which representations and warranties shall be true at the time of closing as though such representations and warranties were made at closing: a. ESS is, and will be on the closing date, a corporation duly organized, validly existing, and in good standing under the laws of the State of Arizona. Copies of ESS' Certificate of Incorporation, and any Red Iron Approval and/or advance against and all amendments thereof to date, certified by the Corporation's Secretary, and of ESS' By-laws as amended to date, certified by the Secretary of ESS, have been delivered to Purchaser, and are true, complete and correct as of the date of this Agreement. To the best of Seller's knowledge, there is no state, other than Arizona, where the character of the properties owned by ESS, or the nature of the business transacted by ESS, require that ESS be licensed and authorized or qualified as a foreign corporation b. ESS has no subsidiaries. c. The aggregate number of shares that ESS is authorized to issue is 100,000 common shares, of which 4,000 shares are issued and presently outstanding, and 25,000 shares of Series A Preferred Stock of which no shares have been issued or are currently outstanding. All such issued shares have been validly issued and are fully paid and non-assessable. ESS has no outstanding subscriptions, contracts, options, warrants, or other obligations to issue, sell, or otherwise dispose of, or to purchase, redeem or otherwise acquire any Invoice as provided hereunderof its shares. d. Seller now has, that: (i) each and every Invoice issued by Seller or its affiliateat the Closing will have, as applicable, represents valid obligations of a Dealer and/or Distributor, is legally enforceable according to its terms and relates to bona fide, original acquisition sales of Inventory by Seller or its affiliate, as applicable, to a Dealer and/or Distributor without any claim, offset or defense to payment by Dealer and/or Distributor and that Dealer and/or Distributor requested that the acquisition of Inventory be financed by Red Iron; (ii) Seller’s (or, as applicable, its affiliate’s) marketable title to all Inventory is the shares of stock to be sold by such Seller, free and clear of all any lien, claim, security interestsinterest or other encumbrance, liens including, without limitation, any restriction on transfer, and encumbrances when transferred to Dealer and/or Distributor and Seller or its affiliate, as applicable, transfers to Dealer and/or Distributor all its has full right, power and authority to enter into this agreement, and there are no other shares, or class of shares of ESS owned or claimed by any person or entity other than Seller. No change will be made in the authorized corporate shares of ESS. e. Seller now has, and at the Closing will have, upon delivery of any payment for each share of stock, full right, power and authority, and any approval required by law to sell, transfer, assign and deliver the stock being sold by such Seller hereunder, and Purchaser will acquire valid and marketable title to all of the stock being sold by such Seller, free and interest in clear of any liens, encumbrances, equities claims, restrictions or transfer or other defects whatsoever. f. Seller has full power and authority to execute and deliver this agreement and to perform the Inventory; (iii) the Inventory is in new and unused condition; it is obligations of the kind, quality and condition represented or warranted to Dealer and/or Distributor; it meets or exceeds all applicable federal, state and local safety, manufacturing and other standardsSeller hereunder; and if it this agreement is a type legally binding obligation of Inventory customarily crated or boxed, such crate or box is factory sealedthe Seller in accordance with its terms. g. The performance of this agreement and the consummation of the transactions contemplated hereby will not result (bi) In the event of in a breach or violation by such Seller of any of the foregoing representations terms or warrantiesprovisions of, or constitute a default by such Seller willunder, immediately upon demand(A) any indenture, purchase from Red Iron mortgage, deed of trust, trust (constructive or other), loan agreement, lease, franchise, license or other agreement or instrument to which such Seller is a party or by which such Seller or any of his properties is bound, or (B) any judgment of any court or government agency or body applicable to such Seller or any of his properties, or (C) to the Wholesale Instrument best of such Seller's knowledge, any statute, decree, order, rule or regulation of any court or governmental agency or body applicable to such Seller or any of his properties or (ii) to the best of such Seller's knowledge, in the creation of a lien. h. All necessary federal and state tax returns have been timely filed as required by applicable law, and all taxes shown thereon have been paid when due. i. To the best of Seller's knowledge, ESS has good and marketable title to all of its properties and assets, real and personal, including but not limited to all computer software and programs, and other products and any patents, trademarks and/or copyrights relating thereto or to any product or service provided by ESS, subject to no mortgage, pledge, lien, encumbrance, security interest, or charge. j. ESS will not, on the closing date, be in default in the payment of any of its obligations. k. ESS has complied with all applicable federal and state laws relating to the Invoice employment of labor, including the provisions relating to wages, hours, collective bargaining, and the payment of social security taxes, and is not liable for any arrears of wages, or Inventory any tax or penalties, for failure to comply with any of the foregoing. l. To the best of Seller's knowledge, ESS is, and at Closing will be, in compliance with all laws, statutes, regulations, rules and other requirements of any governmental authority applicable to it for which non-compliance could have a material adverse affect on ESS or its business. ESS has, and shall have on the date of Closing, all licenses, permits, certificates and certifications required by any and all local and state governments and governmental departments having jurisdiction over the business of ESS. There is presently no proceeding pending or the best of ESS's knowledge threatened with respect to which the representation/warranty was breached and payrevocation or limitation of any of its material licenses. m. To the best of Seller's knowledge, based in good immediately available fundspart upon the information provided by Purchaser, the unpaid balance amount unaudited financial statements of ESS on the Wholesale Instrumentdate of Closing shall accurately show all liabilities and assets owned and controlled by ESS (excluding cash and marketable securities which shall be retained by Seller), plus all charges owing by Dealer and/or Distributor tangible or intangible, including without limitation, accounts receivable, prepaid expenses, and inventories, together with respect theretoany licenses, patents, trademarks, trade names, service marks and copyrights used in connection therewith, and all contract rights of Red Iron’s costs ESS as of the date of Closing. Seller represents, to the best of Seller's knowledge, that as of the date of Closing, the liabilities of ESS will not be greater by more than $25,000, and expensesthe total assets will not be less than, including the amounts shown on the balance sheet (the "Balance Sheet"). To the best of Seller's knowledge, the financial statements are true, accurate and complete in all material respects and fairly present the information in accordance with generally accepted accounting practices as of the date thereof, and, to the best of Sellers' knowledge, fairly present the financial condition of ESS as of the date thereof, and there have been no significant material or adverse changes in the financial condition since the date of that balance sheet. The foregoing financial statements do not include footnote disclosures that would be required for full conformity with generally accepted accounting practices. n. Except for the claims of Mach II, to the best of Seller's knowledge, there is no litigation or proceeding pending, or to Sellers' knowledge threatened which Purchaser has no knowledge, against or relating to ESS, its properties, or business, nor does the Seller know or have reasonable attorneys’ feesgrounds to know of any basis for any such action or of any governmental investigation relative to ESS, actually incurred its properties, or business. Xxxxxx agrees that Xxxxxxx Xxxxxxxxxxx will represent Purchaser at no cost in connection the arbitration hearing with such breachMach II. o. Seller represents and warrants that the transfer of its shares will not constitute a prohibited assignment or transfer of any of ESS' licenses, leases, notes or contracts, and that all of the foregoing will remain in full force and effect without acceleration as a result of this p. Seller represents that it is fully aware of Purchaser's position as the current President of ESS and as a Director of Seller, and Seller hereby waives any and all claims and causes of action against Purchaser for any breach of fiduciary duty related to pursuing or executing the transaction set forth in this Agreement.

Seller Representations and Warranties. Seller represents and warrants to Purchaser that as of the date hereof: (a) Seller represents and warrants, at the time of any Red Iron Approval and/or advance against any Invoice as provided hereunder, that: (i) each and every Invoice issued by Seller or its affiliate, as applicable, represents valid obligations of a Dealer and/or Distributor, is legally enforceable according to its terms and relates to bona fide, original acquisition sales of Inventory by Seller or its affiliate, as applicable, to a Dealer and/or Distributor without any claim, offset or defense to payment by Dealer and/or Distributor and that Dealer and/or Distributor requested that the acquisition of Inventory be financed by Red Iron; (ii) Seller’s (or, as applicable, its affiliate’s) title to all Inventory is free and clear of all security interests, liens and encumbrances when transferred to Dealer and/or Distributor and Seller or its affiliate, as applicable, transfers to Dealer and/or Distributor all its right, title and interest in and to the Inventory; (iii) the Inventory is in new and unused condition; it is of the kind, quality and condition represented or warranted to Dealer and/or Distributor; it meets or exceeds all applicable federal, state and local safety, manufacturing and other standards; and if it is a type limited liability company, duly organized, validly existing and in good standing under the laws of Inventory customarily crated or boxed, such crate or box is factory sealedits jurisdiction of formation. (b) In Seller has all requisite power and authority to execute and deliver this Agreement and all documents, certificates, agreements, instruments and writings it is required to deliver hereunder (collectively, the event “Seller Closing Documents”), and to perform, carry out and consummate the transactions contemplated to be consummated by it hereby and thereby, including the power and authority to sell, transfer and convey the interest in the Sale Assets to be sold by it, subject to the satisfaction of breach the conditions precedent to Seller’s obligations hereinafter provided. The execution, delivery and performance of this Agreement and the other Seller Closing Documents have been duly authorized by all necessary action of Seller, including any required approval of the members of Seller. This Agreement does, and when executed by Seller, the other Seller Closing Documents shall, constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and by equitable principles. (c) There is no action, suit or proceeding before any court or governmental or other regulatory or administrative agency, commission or tribunal pending or, to the actual knowledge of Seller, threatened against Seller or the interest in the Sale Assets to be sold by Seller which, if determined adversely to Seller would reasonably be expected to interfere in any material respect with the ability of Seller to perform its obligations under this Agreement or materially and adversely affect the value of the interest in the Sale Assets to be sold by Seller. (d) Seller has not entered into any lease for the Property other than the Lease. (e) To Seller’s actual knowledge, the Lease is in full force and effect and the obligation to pay rent thereunder has commenced. Seller has not received written notice of any uncured default from Lessee under the Lease. (f) At Closing, the Sale Assets to be sold by Seller shall be free and clear of any lien, security interest or encumbrance thereon. There are no rights, options or other agreements of any kind to purchase, acquire, receive or issue any interest of Seller in and to the Sale Assets to be sold by it. (g) Xxxx North Ridgeville has legal title to the Property, subject to the existing state of title of the foregoing representations Property. (h) Xxxx North Ridgeville has not incurred any liabilities, except for (i) its obligations under the Material Organizational Documents, (ii) obligations arising from or warranties, Seller will, immediately upon demand, purchase from Red Iron the Wholesale Instrument relating to the Invoice or Inventory with respect ownership of its interests in the Property, (iii) its obligations relating to the maintenance of its status as a Delaware limited liability company and the maintenance of such company’s qualifications to do business in such other jurisdictions where it has qualified to do business, (iv) obligations arising under any matter appearing of record against the Property, (v) customary unsecured trade debt which will not exceed $1,000.00 as of the representation/warranty was breached Closing Date, and pay(vi) the obligation to pay fees to The Corporation Trust Company for acting as its registered agent. Xxxx North Ridgeville does not own any assets, except (1) relating to the ownership of its interest in the Property, and (2) bank accounts. (i) Xxxx North Ridgeville has been duly formed as a limited liability company and is validly existing in good immediately available funds, standing under the unpaid balance amount laws of the Wholesale Instrument, plus all charges owing by Dealer and/or Distributor with respect thereto, State of Delaware and all has the power and authority to own the Property. The provisions of Red Iron’s costs and expenses, including reasonable attorneys’ fees, actually incurred in connection with such breachthis Section 3.01 shall survive the Closing.

Seller Representations and Warranties. The Seller represents and warrants to, and covenants with, the Assignor and the Assignee as of the date hereof that: (a) The Seller represents is not a natural person or a general partnership and warrantsis duly organized, at validly existing and in good standing under the time of any Red Iron Approval and/or advance against any Invoice as provided hereunder, that: (i) each and every Invoice issued by Seller or its affiliate, as applicable, represents valid obligations of a Dealer and/or Distributor, is legally enforceable according to its terms and relates to bona fide, original acquisition sales of Inventory by Seller or its affiliate, as applicable, to a Dealer and/or Distributor without any claim, offset or defense to payment by Dealer and/or Distributor and that Dealer and/or Distributor requested that the acquisition of Inventory be financed by Red Iron; (ii) Seller’s (or, as applicable, its affiliate’s) title to all Inventory is free and clear of all security interests, liens and encumbrances when transferred to Dealer and/or Distributor and Seller or its affiliate, as applicable, transfers to Dealer and/or Distributor all its right, title and interest in and to the Inventory; (iii) the Inventory is in new and unused condition; it is laws of the kindjurisdiction of its formation, quality and condition represented or warranted has all requisite power and authority to Dealer and/or Distributor; it meets or exceeds all applicable federal, state and local safety, manufacturing and other standards; and if it is a type of Inventory customarily crated or boxed, such crate or box is factory sealed.service the Specified Mortgage Loans; (b) In The Seller has full power and authority to execute, deliver and perform under this Assignment Agreement, and to consummate the event transactions set forth herein. The consummation of the transactions contemplated by this Assignment Agreement is in the ordinary course of the Seller’s business and will not conflict with, or result in a breach of of, any of the foregoing representations terms, conditions or warrantiesprovisions of the Seller’s charter or by-laws, or any legal restriction, or any material agreement or instrument to which the Seller willis now a party or by which it is bound, immediately or result in the violation of any law, rule, regulation, order, judgment or decree to which the Seller or its property is subject. The execution, delivery and performance by the Seller of this Assignment Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action of the Seller. This Assignment Agreement has been duly executed and delivered by the Seller and, upon demandthe due authorization, purchase from Red Iron execution and delivery by the Wholesale Instrument Assignor and Assignee, will constitute the valid and legally binding obligation of the Seller enforceable against the Seller in accordance with its respective terms except as enforceability thereof may be limited by bankruptcy, insolvency, or reorganization or other similar laws now or hereinafter in effect relating to creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or in law; (c) The Seller has no knowledge of any offsets, counterclaims or other defenses available to the Invoice or Inventory Seller with respect to which the representation/warranty was breached and payPurchase Agreement or the Specified Mortgage Loans; (d) No material consent, in good immediately available fundsapproval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by the unpaid balance amount of the Wholesale Instrument, plus all charges owing by Dealer and/or Distributor with respect thereto, and all of Red Iron’s costs and expenses, including reasonable attorneys’ fees, actually incurred Seller in connection with such breachthe execution, delivery or performance by the Seller of this Assignment Agreement, or the consummation by it of the transactions contemplated hereby; and (e) The Seller is not in default under the Purchase Agreement.

Seller Representations and Warranties. Seller represents and warrants to Purchaser that as of the date hereof: (a) Seller represents and warrants, at the time of any Red Iron Approval and/or advance against any Invoice as provided hereunder, that: (i) each and every Invoice issued by Seller or its affiliate, as applicable, represents valid obligations of a Dealer and/or Distributor, is legally enforceable according to its terms and relates to bona fide, original acquisition sales of Inventory by Seller or its affiliate, as applicable, to a Dealer and/or Distributor without any claim, offset or defense to payment by Dealer and/or Distributor and that Dealer and/or Distributor requested that the acquisition of Inventory be financed by Red Iron; (ii) Seller’s (or, as applicable, its affiliate’s) title to all Inventory is free and clear of all security interests, liens and encumbrances when transferred to Dealer and/or Distributor and Seller or its affiliate, as applicable, transfers to Dealer and/or Distributor all its right, title and interest in and to the Inventory; (iii) the Inventory is in new and unused condition; it is of the kind, quality and condition represented or warranted to Dealer and/or Distributor; it meets or exceeds all applicable federal, state and local safety, manufacturing and other standards; and if it is a type limited liability company, duly organized, validly existing and in good standing under the laws of Inventory customarily crated or boxed, such crate or box is factory sealedits jurisdiction of formation. (b) In Seller has all requisite power and authority to execute and deliver this Agreement and all documents, certificates, agreements, instruments and writings it is required to deliver hereunder (collectively, the event “Seller Closing Documents”), and to perform, carry out and consummate the transactions contemplated to be consummated by it hereby and thereby, including the power and authority to sell, transfer and convey the interest in the Sale Assets to be sold by it, subject to the satisfaction of breach the conditions precedent to Seller’s obligations hereinafter provided. The execution, delivery and performance of this Agreement and the other Seller Closing Documents have been duly authorized by all necessary action of Seller, including any required approval of the members of Seller. This Agreement does, and when executed by Seller, the other Seller Closing Documents shall, constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and by equitable principles. (c) There is no action, suit or proceeding before any court or governmental or other regulatory or administrative agency, commission or tribunal pending or, to the actual knowledge of Seller, threatened against Seller or the interest in the Sale Assets to be sold by Seller which, if determined adversely to Seller would reasonably be expected to interfere in any material respect with the ability of Seller to perform its obligations under this Agreement or materially and adversely affect the value of the interest in the Sale Assets to be sold by Seller. (d) Seller has not entered into any leases for the Property other than the Lease. (e) To Seller’s actual knowledge, the Lease is in full force and effect and the obligation to pay rent thereunder has commenced. Seller has not received written notice of any uncured default from Lessee under the Lease. (f) At Closing, other than the lien of the foregoing representations Mortgage, the Sale Assets to be sold by Seller shall be free and clear of any lien, security interest or warrantiesencumbrance thereon. There are no rights, options or other agreements of any kind to purchase, acquire, receive or issue any interest of Seller willin and to the Sale Assets to be sold by it. (g) CO San Antonio TX has legal title to the Property, immediately upon demandsubject to the existing state of title of the Property. (h) CO San Antonio TX has not incurred any liabilities, purchase except for (i) its obligations under the Mortgage, (ii) its obligations under the Material Organizational Documents, (iii) obligations arising from Red Iron the Wholesale Instrument or relating to the Invoice or Inventory with respect ownership of its interests in the Property, (iv) its obligations relating to the maintenance of its status as a Delaware limited partnership and the maintenance of such company’s qualifications to do business in such other jurisdictions where it has qualified to do business, (v) obligations arising under any matter appearing of record against the Property, (vi) customary unsecured trade debt which will not exceed $1,000.00 as of the representation/warranty was breached Closing Date, and pay(vii) the obligation to pay fees to National Registered Agents, Inc. for acting as its registered agent. CO San Antonio TX does not own any assets, except (1) relating to the ownership of its interest in the Property, and (2) bank accounts. (i) CO San Antonio TX has been duly formed as a limited partnership and is validly existing in good immediately available funds, standing under the unpaid balance amount laws of the Wholesale Instrument, plus all charges owing by Dealer and/or Distributor with respect thereto, State of Delaware and all of Red Iron’s costs has the power and expenses, including reasonable attorneys’ fees, actually incurred in connection with such breachauthority to own the Property.

Seller Representations and Warranties. Seller hereby makes the following representations and warranties to Purchaser which shall be true and correct in all material respects as of the Effective Date and as of each Purchase Date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date): (a) Seller represents is a limited liability company duly organized, validly existing and warrants, at in good standing under the time laws of any Red Iron Approval and/or advance against any Invoice as provided hereunder, that: (i) each the jurisdiction of its organization and every Invoice issued by Seller or its affiliate, as applicable, represents valid obligations of a Dealer and/or Distributor, is legally enforceable according to its terms and relates to bona fide, original acquisition sales of Inventory by Seller or its affiliate, as applicable, to a Dealer and/or Distributor without any claim, offset or defense to payment by Dealer and/or Distributor and that Dealer and/or Distributor requested that the acquisition of Inventory be financed by Red Iron; (ii) Seller’s (or, as applicable, its affiliate’s) title to all Inventory is free and clear of all security interests, liens and encumbrances when transferred to Dealer and/or Distributor and Seller or its affiliate, as applicable, transfers to Dealer and/or Distributor all its right, title and interest in and to the Inventory; (iii) the Inventory is in new and unused condition; it is of good standing with every Regulatory Authority having jurisdiction over its activities, except where the kind, quality and condition represented or warranted failure to Dealer and/or Distributor; it meets or exceeds all applicable federal, state and local safety, manufacturing and other standards; and if it is do so would not reasonably be expected to have a type of Inventory customarily crated or boxed, such crate or box is factory sealedMaterial Adverse Effect with respect to Seller. (b) In Seller has all requisite corporate power and authority to own its properties, carry on its business as and where now being conducted and execute and deliver this Agreement, perform all of its obligations hereunder, and to carry out the event transactions contemplated hereby. This Agreement has been duly and validly authorized and executed and delivered by Seller and is a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable Insolvency Laws. (c) Seller has all qualifications, regulatory permissions and/or licenses necessary, and no consent, approval, authorization, registration, filing or order of any court or governmental or regulatory agency or body is required, for the origination of the Purchased Loans by Seller and the sale of the Purchased Loans by Seller to Purchaser, for the execution, delivery and performance by Seller of, or compliance by Seller with this Agreement, or for the consummation of the transactions contemplated hereby, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect with respect to Seller. (d) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement nor compliance with its terms and conditions, conflict with, violate or result in the material breach of, or constitute a material default under or is prohibited by constitute a material default under or be prohibited by, Seller’s charter or other agreement relating to its organization. (e) As of the Purchase Date for any Purchased Loan, Seller is not Insolvent or the subject of any Insolvency Event and will not be rendered Insolvent by such sale. After giving effect to the transactions contemplated under this Agreement and each Program Agreement to which Seller is a party Seller shall be Solvent. Seller is not selling any Purchased Loan with any intent to hinder, delay or defraud any of its creditors. The consideration received by Seller upon the sale of the Purchased Loans constitutes reasonably equivalent value and fair consideration for such Purchased Loans. (f) No material consent, approval, authorization, registration, filing (other than the filing of any financing statements, if any,) or order of any court or Regulatory Authority is required for the execution, delivery and performance by Seller of, or compliance by Seller with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization, registration, filing or order is required, Seller has obtained it or (if such requirement is not currently in effect) will have obtained it as of the applicable Purchase Date. (g) The consummation of the transactions contemplated by this Agreement, the execution and delivery of this Agreement and compliance with the terms of this Agreement do not (i) conflict with, result in a breach of or constitute a default under, and are not prohibited by, Seller’s operating agreement or other agreement relating to its organization or (ii) except as would not reasonably be expected to have a Material Adverse Effect with respect to Seller, conflict with, result in a breach of or constitute a default under, and are not prohibited by, any Governmental Authorizations or any mortgage, indenture, deed of trust, loan or credit agreement or other agreement or instrument to which it is a party. (h) Seller has provided or made available to Purchaser or its advisor(s) true and accurate copies of the form Related Documents used by Seller with respect to each Purchased Loan as of the applicable Purchase Date. (i) As of the Effective Date, the chief executive office and the principal place of business of Seller is Six Xxxxxxxx Xxxxxx, Xxxxx 0, Xxxxxxxx, Xxxxxxxxxxx 00000, the exact legal name of Seller is Notable Finance, LLC and Seller is a limited liability company formed solely under the laws of the State of Delaware. (j) Seller is not required to register as an “investment company” or a company controlled by an “investment company” under the Investment Company Act of 1940, as amended. (k) Except to the extent that the failure to so comply would not reasonably be expected to have a Material Adverse Effect, (i) Seller is in compliance in all material respects with all Applicable Law relating to Seller, its business and properties, including the Purchased Loans and the Related Documents, including all AML-BSA Laws and Sanctions Laws, (ii) the execution, delivery and performance of this Agreement by Seller does not violate the terms of any Applicable Law, and (iii) Seller has policies and procedures in place reasonably designed to comply with the Sanctions Laws and the AML-BSA Laws. (l) No Termination Event has occurred or is continuing. (m) No Servicer Event of Default has occurred or is continuing. (n) There is no litigation or action at law or in equity pending against Seller and no proceeding or investigation of any kind is pending by any federal, state or local governmental or administrative body against Seller, in each case, that (i) would reasonably be expected to have a Material Adverse Effect with respect to Seller, (ii) asserts the invalidity of this Agreement or any Purchased Loans, (iii) seeks to prevent the consummation of any of the foregoing representations transactions contemplated by this Agreement, or warranties, (iv) seeks any determination or ruling that would adversely and materially affect the Purchased Loans or the performance by Seller will, immediately upon demand, purchase from Red Iron the Wholesale Instrument relating to the Invoice or Inventory with respect to which the representation/warranty was breached and pay, in good immediately available funds, the unpaid balance amount of the Wholesale Instrument, plus all charges owing by Dealer and/or Distributor with respect thereto, and all of Red Iron’s costs and expenses, including reasonable attorneys’ fees, actually incurred in connection with such breachits obligations under this Agreement.

Seller Representations and Warranties. Seller represents and warrants to Purchaser that as of the date hereof: (a) Seller represents and warrants, at the time of any Red Iron Approval and/or advance against any Invoice as provided hereunder, that: (i) each and every Invoice issued by Seller or its affiliate, as applicable, represents valid obligations of a Dealer and/or Distributor, is legally enforceable according to its terms and relates to bona fide, original acquisition sales of Inventory by Seller or its affiliate, as applicable, to a Dealer and/or Distributor without any claim, offset or defense to payment by Dealer and/or Distributor and that Dealer and/or Distributor requested that the acquisition of Inventory be financed by Red Iron; (ii) Seller’s (or, as applicable, its affiliate’s) title to all Inventory is free and clear of all security interests, liens and encumbrances when transferred to Dealer and/or Distributor and Seller or its affiliate, as applicable, transfers to Dealer and/or Distributor all its right, title and interest in and to the Inventory; (iii) the Inventory is in new and unused condition; it is of the kind, quality and condition represented or warranted to Dealer and/or Distributor; it meets or exceeds all applicable federal, state and local safety, manufacturing and other standards; and if it is a type limited liability company, duly organized, validly existing and in good standing under the laws of Inventory customarily crated or boxed, such crate or box is factory sealedits jurisdiction of formation. (b) In Seller has all requisite power and authority to execute and deliver this Agreement and all documents, certificates, agreements, instruments and writings it is required to deliver hereunder (collectively, the event “Seller Closing Documents”), and to perform, carry out and consummate the transactions contemplated to be consummated by it hereby and thereby, including the power and authority to sell, transfer and convey the interest in the Sale Assets to be sold by it, subject to the satisfaction of breach the conditions precedent to Seller’s obligations hereinafter provided. The execution, delivery and performance of this Agreement and the other Seller Closing Documents have been duly authorized by all necessary action of Seller, including any required approval of the members of Seller. This Agreement does, and when executed by Seller, the other Seller Closing Documents shall, constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and by equitable principles. (c) There is no action, suit or proceeding before any court or governmental or other regulatory or administrative agency, commission or tribunal pending or, to the actual knowledge of Seller, threatened against Seller or the interest in the Sale Assets to be sold by Seller which, if determined adversely to Seller would reasonably be expected to interfere in any material respect with the ability of Seller to perform its obligations under this Agreement or materially and adversely affect the value of the interest in the Sale Assets to be sold by Seller. (d) Seller has not entered into any leases for the Property other than the Lease. (e) To Seller’s actual knowledge, the Lease is in full force and effect and the obligation to pay rent thereunder has commenced. Seller has not received written notice of any uncured default from Lessee under the Lease. (f) At Closing, the Sale Assets to be sold by Seller shall be free and clear of any lien, security interest or encumbrance thereon. There are no rights, options or other agreements of any kind to purchase, acquire, receive or issue any interest of Seller in and to the Sale Assets to be sold by it. (g) WG Fredericksburg VA has legal title to the Property, subject to the existing state of title of the foregoing representations Property. (h) WG Fredericksburg VA has not incurred any liabilities, except for (i) its obligations under the Material Organizational Documents, (ii) obligations arising from or warranties, Seller will, immediately upon demand, purchase from Red Iron the Wholesale Instrument relating to the Invoice or Inventory with respect ownership of its interests in the Property, (iii) its obligations relating to the maintenance of its status as a Delaware limited liability company and the maintenance of such company’s qualifications to do business in such other jurisdictions where it has qualified to do business, (iv) obligations arising under any matter appearing of record against the Property, (v) customary unsecured trade debt which will not exceed $1,000.00 as of the representation/warranty was breached Closing Date, and pay(vi) the obligation to pay fees to The Corporation Trust Company for acting as its registered agent. WG Fredericksburg VA does not own any assets, except (1) relating to the ownership of its interest in the Property, and (2) bank accounts. (i) WG Fredericksburg VA has been duly formed as a limited liability company and is validly existing in good immediately available funds, standing under the unpaid balance amount laws of the Wholesale Instrument, plus all charges owing by Dealer and/or Distributor with respect thereto, State of Delaware and all has the power and authority to own the Property. The provisions of Red Iron’s costs and expenses, including reasonable attorneys’ fees, actually incurred in connection with such breachthis Section 3.01 shall survive the Closing.

Seller Representations and Warranties. Seller represents and warrants to Purchaser that as of the date hereof: (a) Seller represents and warrants, at the time of any Red Iron Approval and/or advance against any Invoice as provided hereunder, that: (i) each and every Invoice issued by Seller or its affiliate, as applicable, represents valid obligations of a Dealer and/or Distributor, is legally enforceable according to its terms and relates to bona fide, original acquisition sales of Inventory by Seller or its affiliate, as applicable, to a Dealer and/or Distributor without any claim, offset or defense to payment by Dealer and/or Distributor and that Dealer and/or Distributor requested that the acquisition of Inventory be financed by Red Iron; (ii) Seller’s (or, as applicable, its affiliate’s) title to all Inventory is free and clear of all security interests, liens and encumbrances when transferred to Dealer and/or Distributor and Seller or its affiliate, as applicable, transfers to Dealer and/or Distributor all its right, title and interest in and to the Inventory; (iii) the Inventory is in new and unused condition; it is of the kind, quality and condition represented or warranted to Dealer and/or Distributor; it meets or exceeds all applicable federal, state and local safety, manufacturing and other standards; and if it is a type limited liability company, duly organized, validly existing and in good standing under the laws of Inventory customarily crated or boxed, such crate or box is factory sealedits jurisdiction of formation. (b) In Seller has all requisite power and authority to execute and deliver this Agreement and all documents, certificates, agreements, instruments and writings it is required to deliver hereunder (collectively, the event “Seller Closing Documents”), and to perform, carry out and consummate the transactions contemplated to be consummated by it hereby and thereby, including the power and authority to sell, transfer and convey the interest in the Sale Assets to be sold by it, subject to the satisfaction of breach the conditions precedent to Seller’s obligations hereinafter provided. The execution, delivery and performance of this Agreement and the other Seller Closing Documents have been duly authorized by all necessary action of Seller, including any required approval of the members of Seller. This Agreement does, and when executed by Seller, the other Seller Closing Documents shall, constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and by equitable principles. (c) There is no action, suit or proceeding before any court or governmental or other regulatory or administrative agency, commission or tribunal pending or, to the actual knowledge of Seller, threatened against Seller or the interest in the Sale Assets to be sold by Seller which, if determined adversely to Seller would reasonably be expected to interfere in any material respect with the ability of Seller to perform its obligations under this Agreement or materially and adversely affect the value of the interest in the Sale Assets to be sold by Seller. (d) Seller has not entered into any leases for the Property other than the Lease. (e) To Seller’s actual knowledge, the Lease is in full force and effect and the obligation to pay rent thereunder has commenced. Seller has not received written notice of any uncured default from Lessee under the Lease. (f) At Closing, the Sale Assets to be sold by Seller shall be free and clear of any lien, security interest or encumbrance thereon. There are no rights, options or other agreements of any kind to purchase, acquire, receive or issue any interest of Seller in and to the Sale Assets to be sold by it. (g) WG South Yale Avenue has legal title to the Property, subject to the existing state of title of the foregoing representations Property. (h) WG South Yale Avenue has not incurred any liabilities, except for (i) its obligations under the Material Organizational Documents, (ii) obligations arising from or warranties, Seller will, immediately upon demand, purchase from Red Iron the Wholesale Instrument relating to the Invoice or Inventory with respect ownership of its interests in the Property, (iii) its obligations relating to the maintenance of its status as a Delaware limited liability company and the maintenance of such company’s qualifications to do business in such other jurisdictions where it has qualified to do business, (iv) obligations arising under any matter appearing of record against the Property, (v) customary unsecured trade debt which will not exceed $1,000.00 as of the representation/warranty was breached Closing Date, and pay(vi) the obligation to pay fees to The Corporation Trust Company for acting as its registered agent. WG South Yale Avenue does not own any assets, except (1) relating to the ownership of its interest in the Property, and (2) bank accounts. (i) WG South Yale Avenue has been duly formed as a limited liability company and is validly existing in good immediately available funds, standing under the unpaid balance amount laws of the Wholesale Instrument, plus all charges owing by Dealer and/or Distributor with respect thereto, State of Delaware and all has the power and authority to own the Property. The provisions of Red Iron’s costs and expenses, including reasonable attorneys’ fees, actually incurred in connection with such breachthis Section 3.01 shall survive the Closing.

Seller Representations and Warranties. (a) Seller represents and warrantswarrants to the Subscriber that: a. Seller is a Nevada corporation duly organized, at validly existing and in good standing under the time laws of the State of Nevada. Seller has the corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Agreement. b. Prior to the Closing Date, the Preferred Shares will have been duly authorized and, when issued and delivered to the Subscriber against full payment therefor in accordance with the terms of this Agreement, the Preferred Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any Red Iron Approval and/or advance preemptive or similar rights created under Seller’s Amended and Restated Articles of Incorporation or under the laws of the State of Nevada. Prior to the Closing Date, the shares of Common Stock to be issued upon the conversion of the Preferred Shares (the “Conversion Shares”) will have been duly authorized and reserved and, when issued and delivered to the Subscriber against full payment therefor in accordance with the terms of the Certificate of Designation to be filed prior to the Closing by the Company with the Secretary of State of Nevada, substantially in the form of Exhibit A attached hereto (the “Certificate of Designation”), the Conversion Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any Invoice preemptive or similar rights created under Seller’s Amended and Restated Articles of Incorporation. c. This Agreement has been duly authorized, executed and delivered by Seller and is enforceable against Seller in accordance with its terms, except as provided hereunder, that: may be limited or otherwise affected by (i) each bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and every Invoice issued by Seller or its affiliate, as applicable, represents valid obligations of a Dealer and/or Distributor, is legally enforceable according to its terms and relates to bona fide, original acquisition sales of Inventory by Seller or its affiliate, as applicable, to a Dealer and/or Distributor without any claim, offset or defense to payment by Dealer and/or Distributor and that Dealer and/or Distributor requested that the acquisition of Inventory be financed by Red Iron; (ii) Seller’s (orprinciples of equity, as applicable, its affiliate’s) title to all Inventory is free and clear of all security interests, liens and encumbrances when transferred to Dealer and/or Distributor and Seller whether considered at law or its affiliate, as applicable, transfers to Dealer and/or Distributor all its right, title and interest in and to equity. d. Assuming the Inventory; (iii) the Inventory is in new and unused condition; it is accuracy of the kindSubscriber’s representations and warranties set forth in Section 5, quality and condition represented or warranted to Dealer and/or Distributor; it meets or exceeds all applicable federal, state and local safety, manufacturing and other standards; and if it is a type of Inventory customarily crated or boxed, such crate or box is factory sealed. (b) In the event of breach of any of the foregoing representations or warranties, Seller will, immediately upon demand, purchase from Red Iron the Wholesale Instrument relating to the Invoice or Inventory with respect to which the representation/warranty was breached and pay, in good immediately available funds, the unpaid balance amount of the Wholesale Instrument, plus all charges owing by Dealer and/or Distributor with respect thereto, and all of Red Iron’s costs and expenses, including reasonable attorneys’ fees, actually incurred in connection with such breachthe offer, sale and delivery of the Preferred Shares in the manner contemplated by this Agreement, it is not necessary to register the offer and sale of the Preferred Shares by Seller to the Subscriber under the Securities Act of 1933, as amended (the “Securities Act”). e. The Preferred Shares (i) were not offered by any form of general solicitation or general advertising and (ii) assuming the accuracy of the subscriber representations and warranties set forth in Section 5, are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. Furthermore, neither Seller, nor any person acting on its behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security under circumstances that would adversely affect reliance by Seller on Section 4(a)(2) of the Securities Act or would require registration of the issuance of the Preferred Shares under the Securities Act. f. The authorized capital of Seller will consist of 500,000,000 shares of Class A common stock, $0.0001 par value, 50,000,000 shares of Class B common stock, $0.0001 par value (collectively, “Common Stock”), and 20,000,000 shares of undesignated preferred stock, $0.0001 par value, 17,391,300 of which will be designated as “Series A Convertible Preferred Stock.” All shares of Common Stock and Series A Preferred Stock to be issued in connection with the Business Combination and the transactions contemplated by this Agreement, as the case may be, prior to the Closing, will have been duly authorized and validly issued, will be fully paid and nonassessable, and will not be issued in violation of (or subject to) any preemptive rights (including any preemptive rights set forth in the organizational documents of Seller, rights of first refusal or similar rights). g. Seller is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance by Seller of this Agreement (including, without limitation, the issuance of the Preferred Shares) the failure of which to obtain would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.

Seller Representations and Warranties. Seller represents and warrants to Purchaser that as of the date hereof: (a) Seller represents and warrants, at the time of any Red Iron Approval and/or advance against any Invoice as provided hereunder, that: (i) each and every Invoice issued by Seller or its affiliate, as applicable, represents valid obligations of a Dealer and/or Distributor, is legally enforceable according to its terms and relates to bona fide, original acquisition sales of Inventory by Seller or its affiliate, as applicable, to a Dealer and/or Distributor without any claim, offset or defense to payment by Dealer and/or Distributor and that Dealer and/or Distributor requested that the acquisition of Inventory be financed by Red Iron; (ii) Seller’s (or, as applicable, its affiliate’s) title to all Inventory is free and clear of all security interests, liens and encumbrances when transferred to Dealer and/or Distributor and Seller or its affiliate, as applicable, transfers to Dealer and/or Distributor all its right, title and interest in and to the Inventory; (iii) the Inventory is in new and unused condition; it is of the kind, quality and condition represented or warranted to Dealer and/or Distributor; it meets or exceeds all applicable federal, state and local safety, manufacturing and other standards; and if it is a type limited liability company, duly organized, validly existing and in good standing under the laws of Inventory customarily crated or boxed, such crate or box is factory sealedits jurisdiction of formation. (b) In Seller has all requisite power and authority to execute and deliver this Agreement and all documents, certificates, agreements, instruments and writings it is required to deliver hereunder (collectively, the event “Seller Closing Documents”), and to perform, carry out and consummate the transactions contemplated to be consummated by it hereby and thereby, including the power and authority to sell, transfer and convey the interest in the Sale Assets to be sold by it, subject to the satisfaction of breach the conditions precedent to Seller’s obligations hereinafter provided. The execution, delivery and performance of this Agreement and the other Seller Closing Documents have been duly authorized by all necessary action of Seller, including any required approval of the members of Seller. This Agreement does, and when executed by Seller, the other Seller Closing Documents shall, constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and by equitable principles. (c) There is no action, suit or proceeding before any court or governmental or other regulatory or administrative agency, commission or tribunal pending or, to the actual knowledge of Seller, threatened against Seller or the interest in the Sale Assets to be sold by Seller which, if determined adversely to Seller would reasonably be expected to interfere in any material respect with the ability of Seller to perform its obligations under this Agreement or materially and adversely affect the value of the interest in the Sale Assets to be sold by Seller. (d) Seller has not entered into any lease for the Property other than the Lease. (e) To Seller’s actual knowledge, the Lease is in full force and effect and the obligation to pay rent thereunder has commenced. Seller has not received written notice of any uncured default from Lessee under the Lease. (f) At Closing, the Sale Assets to be sold by Seller shall be free and clear of any lien, security interest or encumbrance thereon. There are no rights, options or other agreements of any kind to purchase, acquire, receive or issue any interest of Seller in and to the Sale Assets to be sold by it. (g) Xxxx Xxxxxxxx has legal title to the Property, subject to the existing state of title of the foregoing representations Property. (h) Xxxx Xxxxxxxx has not incurred any liabilities, except for (i) its obligations under the Material Organizational Documents, (ii) obligations arising from or warranties, Seller will, immediately upon demand, purchase from Red Iron the Wholesale Instrument relating to the Invoice or Inventory with respect ownership of its interests in the Property, (iii) its obligations relating to the maintenance of its status as a Delaware limited liability company and the maintenance of such company’s qualifications to do business in such other jurisdictions where it has qualified to do business, (iv) obligations arising under any matter appearing of record against the Property, (v) customary unsecured trade debt which will not exceed $1,000.00 as of the representation/warranty was breached Closing Date, and pay(vi) the obligation to pay fees to The Corporation Trust Company for acting as its registered agent. Xxxx Xxxxxxxx does not own any assets, except (1) relating to the ownership of its interest in the Property, and (2) bank accounts. (i) Xxxx Xxxxxxxx has been duly formed as a limited liability company and is validly existing in good immediately available funds, standing under the unpaid balance amount laws of the Wholesale Instrument, plus all charges owing by Dealer and/or Distributor with respect thereto, State of Delaware and all has the power and authority to own the Property. The provisions of Red Iron’s costs and expenses, including reasonable attorneys’ fees, actually incurred in connection with such breachthis Section 3.01 shall survive the Closing.

Seller Representations and Warranties. Seller represents and warrants to Purchaser that as of the date hereof: (a) Seller represents and warrants, at the time of any Red Iron Approval and/or advance against any Invoice as provided hereunder, that: (i) each and every Invoice issued by Seller or its affiliate, as applicable, represents valid obligations of a Dealer and/or Distributor, is legally enforceable according to its terms and relates to bona fide, original acquisition sales of Inventory by Seller or its affiliate, as applicable, to a Dealer and/or Distributor without any claim, offset or defense to payment by Dealer and/or Distributor and that Dealer and/or Distributor requested that the acquisition of Inventory be financed by Red Iron; (ii) Seller’s (or, as applicable, its affiliate’s) title to all Inventory is free and clear of all security interests, liens and encumbrances when transferred to Dealer and/or Distributor and Seller or its affiliate, as applicable, transfers to Dealer and/or Distributor all its right, title and interest in and to the Inventory; (iii) the Inventory is in new and unused condition; it is of the kind, quality and condition represented or warranted to Dealer and/or Distributor; it meets or exceeds all applicable federal, state and local safety, manufacturing and other standards; and if it is a type limited liability company, duly organized, validly existing and in good standing under the laws of Inventory customarily crated or boxed, such crate or box is factory sealedits jurisdiction of formation. (b) In Seller has all requisite power and authority to execute and deliver this Agreement and all documents, certificates, agreements, instruments and writings it is required to deliver hereunder (collectively, the event “Seller Closing Documents”), and to perform, carry out and consummate the transactions contemplated to be consummated by it hereby and thereby, including the power and authority to sell, transfer and convey the interest in the Sale Assets to be sold by it, subject to the satisfaction of breach the conditions precedent to Seller’s obligations hereinafter provided. The execution, delivery and performance of this Agreement and the other Seller Closing Documents have been duly authorized by all necessary action of Seller, including any required approval of the members of Seller. This Agreement does, and when executed by Seller, the other Seller Closing Documents shall, constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and by equitable principles. (c) There is no action, suit or proceeding before any court or governmental or other regulatory or administrative agency, commission or tribunal pending or, to the actual knowledge of Seller, threatened against Seller or the interest in the Sale Assets to be sold by Seller which, if determined adversely to Seller would reasonably be expected to interfere in any material respect with the ability of Seller to perform its obligations under this Agreement or materially and adversely affect the value of the interest in the Sale Assets to be sold by Seller. (d) Seller has not entered into any lease for the Property other than the Lease. (e) To Seller’s actual knowledge, the Lease is in full force and effect and the obligation to pay rent thereunder has commenced. Seller has not received written notice of any uncured default from Lessee under the Lease. (f) At Closing, the Sale Assets to be sold by Seller shall be free and clear of any lien, security interest or encumbrance thereon. There are no rights, options or other agreements of any kind to purchase, acquire, receive or issue any interest of Seller in and to the Sale Assets to be sold by it. (g) Xxxx San Antonio has legal title to the Property, subject to the existing state of title of the foregoing representations Property. (h) Xxxx San Xxxxxxx has not incurred any liabilities, except for (i) its obligations under the Material Organizational Documents, (ii) obligations arising from or warranties, Seller will, immediately upon demand, purchase from Red Iron the Wholesale Instrument relating to the Invoice or Inventory with respect ownership of its interests in the Property, (iii) its obligations relating to the maintenance of its status as a Delaware limited liability company and the maintenance of such company’s qualifications to do business in such other jurisdictions where it has qualified to do business, (iv) obligations arising under any matter appearing of record against the Property, (v) customary unsecured trade debt which will not exceed $1,000.00 as of the representation/warranty was breached Closing Date, and pay(vi) the obligation to pay fees to The Corporation Trust Company for acting as its registered agent. Xxxx San Antonio does not own any assets, except (1) relating to the ownership of its interest in the Property, and (2) bank accounts. (i) Xxxx San Xxxxxxx has been duly formed as a limited liability company and is validly existing in good immediately available funds, standing under the unpaid balance amount laws of the Wholesale Instrument, plus all charges owing by Dealer and/or Distributor with respect thereto, State of Delaware and all has the power and authority to own the Property. The provisions of Red Iron’s costs and expenses, including reasonable attorneys’ fees, actually incurred in connection with such breachthis Section 3.01 shall survive the Closing.