Common use of Seller Representations Clause in Contracts

Seller Representations. Seller represents and warrants to Purchaser as follows: (a) Seller owns all Purchased Notes free and clear of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased Notes. (b) Seller has full power and authority to sell and transfer the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or other person. (c) The execution and delivery of this Agreement by such Seller and the performance by Seller of his, her, or its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon any of the Purchased Notes, other than pursuant to this Agreement. (d) Upon delivery of and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws. (e) Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences of the transactions contemplated by this Agreement. Seller is not relying on any statements or representations of Purchaser or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result of the transactions contemplated by this Agreement.

Seller Representations. Seller Each of the Sellers hereby, severally and not jointly, represents and warrants to the Purchaser as followsto such Seller as of the Initial Closing Date and each Closing Date on which such Seller sells Mortgage Loans hereunder, and with respect to the Mortgage Loans sold by such Seller, as of the related Closing Date: (a) If the Seller owns all Purchased Notes free is Washington Mutual Bank, FA, the Seller is a federally chartered savings association, duly organized, validly existing and clear in good standing under the laws of all liensthe United States. If the Seller is Washington Mutual Bank fsb, pledgesthe Seller is a savings bank, encumbrancesduly organized, security agreementsvalidly existing and in good standing under the laws of the United States. If the Seller is Washington Mutual Bank, equitiesthe Seller is a Washington state chartered stock savings bank, optionsduly organized, claims, charges validly existing and restrictions in good standing under the laws of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale State of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased NotesWashington. (b) The Seller has full all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in the states where the Mortgaged Properties are located if the laws of such states require licensing or qualification in order to conduct business of the type conducted by the Seller and to the extent necessary to ensure the enforceability of each Mortgage Loan. The Seller has the corporate power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to enter into, execute and transfer deliver this Agreement, the Purchased Notes Term Sheet and all documents and instruments executed and delivered pursuant hereto and to Purchaser perform its obligations in accordance therewith. The execution, delivery and performance of this Agreement by the Seller and the consummation of the transactions contemplated hereby, including, without obtaining limitation, the waiverrepurchase obligations hereinafter contained, consenthave been duly and validly authorized. This Agreement, order or approval the Term Sheet and all other documents and instruments contemplated hereby, in each case assuming due authorization, execution and delivery by the Purchaser, evidence the valid, binding and enforceable obligations of the Seller, subject as to enforcement, (i) except as has otherwise been obtained to bankruptcy, insolvency, receivership, conservatorship, reorganization, arrangement, moratorium, and other laws of general applicability relating to or as otherwise provided for in this Agreementaffecting creditor's rights, Amicus International, and (ii) any state to general principles of equity, whether such enforcement is sought in a proceeding in equity or federal governmental authority, or (iii) any third party or other personat law. 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. (c) The execution and delivery No consent, approval, authorization, or order of any court or governmental agency or body relating to the transactions contemplated by this Agreement by such Seller and the performance by transfer of legal title to the Mortgage Loans to the Purchaser, is required as to the Seller of hisor, herif required, such consent, approval, authorization, or its obligations pursuant order has been or will, prior to this Agreement will not result in the Effective Date, be obtained, except for any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation recordations of any material mortgage, pledge, lien, encumbrance or charge upon any Assignments of the Purchased Notes, other than Mortgages to or for the benefit of the Purchaser pursuant to this Agreement. (d) Upon delivery of and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws. (e) Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences The consummation of the transactions contemplated by this Agreement, including without limitation the transfer and assignment of the Mortgage Loans to or for the benefit of the Purchaser pursuant to this Agreement and the fulfillment of or compliance with the terms and conditions of this Agreement, are in the ordinary course of business of the Seller and will not (i) result in the breach of any term or provision of the charter or by-laws of the Seller, (ii) result in the breach of any term or provision of, or conflict with or constitute a default under, or result in the acceleration of any obligation under, any material agreement, indenture, loan or credit agreement or other instrument to which the Seller or its property is subject or (iii) result in the violation of any law, rule, regulation, order, judgment, or decree to which the Seller or its property is subject. (e) There is no action, suit, proceeding or investigation pending or, to the best of the Seller's knowledge, threatened against the Seller which, either in any one instance or in the aggregate, is likely (in the Seller's judgment) to result, in any material impairment of the right or ability of the Seller to carry on its business substantially as now conducted, or which would draw into question the validity of this Agreement or the Mortgage Loans, or of any action taken or to be taken in connection with the obligations of the Seller contemplated herein or therein, or which would be likely to impair materially the ability of the Seller to perform its obligations hereunder or thereunder. (f) The Servicer is an approved servicer of residential mortgage loans for Xxxxxx Xxx and Xxxxxxx Mac, in good standing, with such facilities, procedures and personnel necessary for the sound servicing of such mortgage loans. No event has occurred, including but not limited to, a change in insurance coverage, which would make Servicer unable to comply with eligibility requirements or which would require notification to either Xxxxxx Mae or Xxxxxxx Mac. (g) The Seller is not relying on any statements or representations of Purchaser or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result HUD approved mortgagee pursuant to Section 203 of the transactions contemplated by this AgreementNational Housing Act. No event has occurred, including but not limited to a change in insurance coverage, which would make the Seller unable to comply with HUD eligibility requirements or which would require notification to HUD.

Seller Representations. Seller represents and warrants to Purchaser as followsBuyer that: (ai) Seller owns all Purchased Notes free acknowledges and clear agrees that Buyer is entering into the Agreement in reliance on the regulations affecting directly or directly or indirectly the Oil sold under the Agreement in effect on the date of all liensthe Agreement. Such regulations include, pledgesbut are not limited to, encumbrancesthose relating to the production, security agreementsacquisition, equitiesgathering, optionsmanufacturing, claimstransportation, charges and restrictions storage, trading or delivery of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale of all Oil to the extent such regulations affect the Seller or part of such Purchased Notes or otherwise conveyed or encumbered the Seller’s interest with respect to the Purchased Notessuppliers(s). (bii) Seller has full power is a corporation duly organized and authority existing under the laws of the Federative Republic of Brazil having the legal capacity to sell enter into and transfer the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in perform this Agreement, Amicus International, (ii) any state or federal governmental authority, or (; iii) any third party this Agreement has been duly authorized by all necessary corporate or other person.action of Seller; and constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms; (civ) The neither the execution and delivery of this Agreement by such Seller and nor the performance by Seller of his, her, or its obligations pursuant to this Agreement hereunder will not conflict with or result in any material violation breach of, or materially conflict with, or constitute a material violation of or default under, any agreement to which Seller is a party applicable law, its charter or such Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon any of the Purchased Notes, other than pursuant to this Agreement. (d) Upon delivery of and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities by-laws. (ev) no lawsuit or other proceeding is pending or, to the knowledge of Seller, threatened against Seller which, if determined adversely to Seller, may materially and adversely affect its business or financial condition or the consummation of the transactions contemplated by, or the performance of its obligations under, this Agreement; and no action or proceeding has reviewed with Seller’s own tax advisors been instituted, and no order, decree, injunction or judgment of any kind from any court or other governmental authority has been issued, to avoid, restrain or in any other manner prevent the federal, state and local tax consequences consummation of the transactions contemplated by this Agreement. ; vi) Seller has not been contacted by or negotiated with any finder, broker or other intermediary for the sale of Oil hereunder, and no person or entity is not relying on entitled to any statements compensation with respect to this Agreement or representations the sale of Purchaser Oil hereunder; and vii) no director, employee or agent of Seller has given or will give any commission, fee, rebate, gift or entertainment of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result of the transactions contemplated by significant value in connection with this Agreement, it being agreed that representatives of Buyer may audit the applicable records of Seller solely for the purpose of determining whether there has been compliance with this Section b) of this Clause.

Seller Representations. Seller represents represents, warrants and warrants covenants to Purchaser, as of the date hereof and at all times during the Term, as follows and acknowledges that Purchaser as followsis relying upon such representations and warranties in connection with the purchase of Biodiesel hereunder: (a) Seller owns all Purchased Notes free is duly organized and clear a validly existing corporation under the laws of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions the State of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest Delaware with respect to the Purchased Notes. (b) Seller has full power and authority to sell carry on its business, to enter into this Agreement and transfer the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or other person.fully carry out its terms; (cb) The execution and delivery of this Agreement by such Seller and the performance completion of the transactions contemplated herein have been duly and validly authorized by Seller all necessary action on the part of hisSeller; c) There is no action, her, proceeding or its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, norinquiry pending or, to such Seller’s knowledge, result in the creation of any material mortgagethreatened, pledge, lien, encumbrance or charge upon any of the Purchased Notes, other than pursuant to this Agreement. (d) Upon delivery of and payment for the Purchased Notes as herein contemplated, against Seller will convey to Purchaser good, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws. (e) Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences of the transactions contemplated by this Agreement. Seller is not relying on any statements or representations of Purchaser or any of its agents. affiliates, nor does Seller understands know of or have any reason for believing there is any action, proceeding or inquiry, in either case which may materially affect its ability to carry out its obligations hereunder; d) Seller will have title to all Biodiesel to be delivered hereunder, the right to sell the same to Purchaser, and the Biodiesel delivered hereunder will be delivered free from any liens and encumbrances other than those to a bank or other financing source; e) Seller covenants that Seller it shall procure and maintain in force all licenses, consents and approvals required for its operation of the Plant and manufacture and sale to Purchaser of the Biodiesel under this Agreement and shall be solely responsible for and indemnify Purchaser against any costs, liabilities or fines arising out of Seller’s own tax liability failure to comply with any applicable requirements of such licenses, consents and approvals; f) Seller covenants that may arise as it will maintain accurate and complete production and delivery records in a result prudent and businesslike manner in accordance with sound commercial practices in respect of the transactions contemplated Biodiesel produced by this AgreementSeller hereunder; g) Seller covenants that it will promptly notify Purchaser of any actual or anticipated production downtime or disruption to Biodiesel availability; and h) Seller is a limited liability company in good standing in the jurisdiction of its organization and is authorized to conduct business in each state where the nature of its business requires such authorization and is a U.S. entity for purposes of state and federal income and excise taxes.

Seller Representations. Seller Each of the Sellers hereby, severally and not jointly, represents and warrants to the Purchaser as followsto such Seller as of the Initial Closing Date and each Closing Date on which such Seller sells Mortgage Loans hereunder, and with respect to the Mortgage Loans sold by such Seller, as of the related Closing Date: (a) If the Seller owns all Purchased Notes free is Washington Mutual Bank, FA, the Seller is a federally chartered savings association, duly organized, validly existing and clear in good standing under the laws of all liensthe United States. If the Seller is Washington Mutual Bank fsb, pledgesthe Seller is a savings bank, encumbrancesduly organized, security agreementsvalidly existing and in good standing under the laws of the United States. If the Seller is Washington Mutual Bank, equitiesthe Seller is a Washington state chartered stock savings bank, optionsduly organized, claims, charges validly existing and restrictions in good standing under the laws of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale State of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased NotesWashington. (b) The Seller has full the corporate power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to enter into, execute and transfer deliver this Agreement, the Purchased Notes Term Sheet and all documents and instruments executed and delivered pursuant hereto and to Purchaser perform its obligations in accordance therewith. The execution, delivery and performance of this Agreement by the Seller and the consummation of the transactions contemplated hereby, including, without obtaining limitation, the waiverrepurchase obligations hereinafter contained, consenthave been duly and validly authorized. This Agreement, order or approval the Term Sheet and all other documents and instruments contemplated hereby, in each case assuming due authorization, execution and delivery by the Purchaser, evidence the valid, binding and enforceable obligations of the Seller, subject as to enforcement, (i) except as has otherwise been obtained to bankruptcy, insolvency, receivership, conservatorship, reorganization, arrangement, moratorium, and other laws of general applicability relating to or as otherwise provided for in this Agreement, Amicus International, affecting creditor’s rights and (ii) any state to general principles of equity, whether such enforcement is sought in a proceeding in equity or federal governmental authority, or (iii) any third party or other personat law. 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. (c) The execution and delivery No consent, approval, authorization, or order of any court or governmental agency or body relating to the transactions contemplated by this Agreement by such Seller and the performance by transfer of legal title to the Mortgage Loans to the Purchaser, is required as to the Seller of hisor, herif required, such consent, approval, authorization, or its obligations pursuant order has been or shall, prior to this Agreement will not result in the Effective Date, be obtained, except for any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation recordations of any material mortgage, pledge, lien, encumbrance or charge upon any Assignments of the Purchased Notes, other than Mortgages to or for the benefit of the Purchaser pursuant to this Agreement. (d) Upon delivery of and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws. (e) Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences The consummation of the transactions contemplated by this Agreement. , including without limitation the transfer and assignment of the Mortgage Loans to or for the benefit of the Purchaser pursuant to this Agreement and the fulfillment of or compliance with the terms and conditions of this Agreement, are in the ordinary course of business of the Seller and shall not (i) conflict with any term or provision of the charter or by-laws of the Seller, (ii) result in the breach of any term or provision of, or conflict with or constitute a default under, or result in the acceleration of any obligation under, any material agreement, indenture, loan or credit agreement or other instrument to which the Seller or its property is subject, or (iii) result in the violation of any law, rule, regulation, order, judgment, or decree to which the Seller or its property is subject. (e) There is no action, suit, proceeding or investigation pending or, to the best of the Seller’s knowledge, threatened against the Seller which, either in any one instance or in the aggregate, is likely (in the Seller’s reasonable judgment) to draw into question the validity of this Agreement or the Mortgage Loans, or of any action taken or to be taken in connection with the obligations of the Seller contemplated herein or therein, or which would be likely to impair materially the ability of the Seller to perform its obligations hereunder or thereunder. (f) The Seller is a HUD approved mortgagee pursuant to Section 203 of the National Housing Act. No event has occurred, including but not relying on any statements limited to, a change in insurance coverage, which would make the Seller unable to comply with eligibility requirements of HUD. (g) There has been no material adverse change in the business, operation, financial conditions or representations assets of Purchaser or any the Seller since the date of its agents. Seller understands that Seller shall be solely responsible for the Seller’s own tax liability most recent financial statements that may arise as a result of would affect the transactions contemplated by Seller’s ability to perform its obligations under this Agreement.

Seller Representations. Seller represents and warrants to Purchaser Buyer as follows: (a) Seller owns all Purchased Notes free and clear has furnished Buyer with copies of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased Notes. SEC Documents (as defined below); (b) Seller has full power not conducted any "directed selling efforts" with respect to the Securities nor has Seller conducted any general solicitation in the U.S. (as that term is used in Regulation D under the Securities Act) with respect to any of the Securities; (c) The Securities when issued and authority delivered will be duly and validly authorized and issued, fully-paid and non-assessable and will not subject the holders thereof to sell personal liability by reason of being such holders. There are no preemptive rights of any shareholder of Seller with respect to the Securities; (d) This Agreement has been duly authorized, validly executed and transfer delivered on behalf of Seller and is a valid and binding agreement in accordance with its terms, subject to general principles of equity and to bankruptcy or other laws affecting the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval enforcement of creditors' rights generally; (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or other person. (c) The execution and delivery of this Agreement by such Seller and the performance by Seller of his, her, or its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon any consummation of the Purchased Notes, other than pursuant to this Agreement. (d) Upon delivery issuance of the Securities and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws. (e) Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences of the transactions contemplated by this Agreement. Agreement do not and will not conflict with or result in a breach by Seller of any of the terms or provisions of, or constitute a default under, the articles of incorporation or by-laws (or similar constructive documents) of Seller, or any indenture, mortgage, deed of trust or other material agreement or instrument to which SeLler is not relying on any statements a party or representations of Purchaser by which it or any of its agents. properties or assets are bound, or any existing applicable decree, judgment or order of any court, Federal or State regulatory body, administrative agency or other governmental body having jurisdiction over Seller understands that or any of its properties or assets; (j) Seller shall be solely responsible is not aware of any authorization, approval or consent of any governmental body which is 5 legally required for Seller’s own tax liability that may arise as a result the issuance and sale of the transactions Securities as contemplated by this Agreement.; (k) Upon conversion of the Preferred Shares and/or exercise of the Warrants, Seller will instruct its transfer agent to issue one or more certificates representing the Common Shares in the name of Buyer, without restrictive legend in such denominations to be specified by Buyer prior to conversion. Seller further warrants that no such instructions other than these instructions, and instructions for a "stop transfer" until the end of the Restricted Period have been given to the transfer agent and also warrants that the common stock issuable upon conversion of the Preferred Shares shall otherwise be freely transferable on the books and records of Seller subject to compliance with Federal and State securities laws. Seller will notify the transfer agent of the Closing Date of the Offering and of the date of expiration of the Restricted Period. Nothing in this section shall affect in any way Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities; (1) Seller has taken no action that will affect in any way the running of the Restricted Period or the ability of Buyer to freely resell the Securities in accordance with applicable securities laws and this Agreement; (m) Seller will comply with all applicable securities laws with respect to the sale of the Securities, including but not limited to the filing of all reports required to be filed in connection therewith the SEC or any stock exchange or NASDAQ or any other regulatory authority; (n) Since December 31, 1994, to the date hereof, Seller has filed its annual reports on Form lO-KSB, quarterly reports on Form 10-QSB, current reports on Form 8-K and definitive proxy statements with respect to its annual meetings of shareholders with the SEC (the "SEC Documents"), which are all the documents (other than preliminary material) that Seller was required to file with the SEC since such date. As of their respective dates, none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and no material event has occurred since the filing of Seller's Report on Form 10-KSB dated August 20, l996, which could make any of the 6 disclosures contained therein misleading. The financial statements of Seller included in the SEC Documents have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as may be permitted by Form 10-QSB of the SEC) and such statements together with the notes thereto fairly present (subject in the ease of unaudited financial statements, only to normal recurring year-end audit adjustments) the consolidated financial position of Seller and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended; (o) Neither Seller nor Agents of the Seller have purchased any securities of the Seller in open market transactions on the NASDAQ Bulletin Board for the 30 days immediately preceding the date of this Agreement; (p) This Agreement and the materials supplied by Seller to Buyer in connection herewith do not contain an untrue statement of a material fact nor omit to state a material fact necessary to make the statement therein not misleading; (q) As set forth in the Certificate of Designations for the Preferred Shares, a copy of which is annexed as Exhibit "A" hereto, the material terms of the Preferred Shares are as follows: i. no par value; ii. liquidation preference $10,000; iii. dividend at the rate of 7.00% per annum, payable quarterly at the Company's option in cash, or in shares of Common Stock which have been duly registered by the Company for resale by the holders thereof, at the conversion rate (the "Conversion Rate") set forth below; iv. automatically convertible into shares of Common Stock at the Conversion Rate three years after issuance; 7

Seller Representations. The Seller represents and warrants to Purchaser the Company that the following statements are true, correct, and complete as followsof the date hereof: (a) a. Immediately prior to the execution of this Agreement, the Seller owns all Purchased Notes has, and the Company or its designees is acquiring hereunder, good title to the Option being sold hereunder by the Seller, free and clear of all liensany lien, pledgesencumbrance, encumbrancesclaim, security agreementspledge, equitiesrestriction on sale, optionstransfer or voting restrictions, claimspreemptive right, charges option or other right to purchase. b. The Seller has the requisite power and restrictions authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Seller and constitutes the legal and binding obligation of any nature whatsoeverthe Seller, enforceable against the Seller in accordance with its terms, except any restrictions under (i) as limited by applicable state bankruptcy, insolvency, reorganization, moratorium and federal securities lawsother laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. c. The Seller acknowledges that it is a sophisticated entity or individual (as applicable) familiar with transactions similar to those contemplated by this Agreement and is aware of the Company’s business, affairs and financial condition and has not previously entered into received all the information that it considers material, necessary or appropriate in determining whether to sell the Option and further acknowledges that such information is sufficient to allow the Seller to reach an informed decision to sell the Option. The Seller hereby represents that it has had an opportunity to ask questions and receive answers from the Company and its employees regarding the business, properties, prospects and financial condition of the Company, including, without limitation, any commitment for the strategic transaction, public securities offering, private financing transaction (whether equity or debt), merger, consolidation, recapitalization, reclassification, reorganization, change of control transaction, sale of all assets or part securities, liquidation or similar transaction which have been, are being or may be contemplated by the Company. The Seller hereby acknowledges that any future sales of the Company’s capital stock could be at a premium or a discount to the Purchase Price, and such Purchased Notes sale could occur at any time or otherwise conveyed or encumbered Seller’s interest not at all. d. The Seller acknowledges that (i) the Company has information with respect to the Purchased Notes. (b) Company that is not known to the Seller has full power and authority that may be material to a decision to sell and transfer the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of Option (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International“Seller Excluded Information”), (ii) any state or federal governmental authority, or the Seller has determined to sell the Option notwithstanding its lack of knowledge of the Seller Excluded Information and (iii) any third party or other person. (c) The execution the Company and delivery of this Agreement by such Seller its designees shall have no liability to the Seller, and the performance by Seller of his, her, waives and releases any claims that it might have against the Company or its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon any of the Purchased Notes, other than pursuant to this Agreement. (d) Upon delivery of and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions its designees whether under applicable securities laws. (e) laws or otherwise, with respect to the nondisclosure of Seller has reviewed Excluded Information in connection with Seller’s own tax advisors the federal, state sale of the Option and local tax consequences of the transactions contemplated by this Agreement. The Seller is not relying on any statements or representations of Purchaser or any has had a reasonable opportunity to consult with legal counsel of its agents. Seller understands that Seller shall be solely responsible for Seller’s own choosing (as well as tax liability that may arise as a result and financial advisors of its own choosing) regarding this Agreement and the transactions contemplated hereby. e. The Seller is an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act. f. At no time was the Seller presented with or solicited by this Agreementany publicly issued or circulated form of general advertising or solicitation in connection with the Sale.

Seller Representations. Each Seller hereby represents and warrants to Purchaser as followswarrants, severally and not jointly, that: (a) Such Seller owns has full right, power and authority to execute and deliver this Agreement and all Purchased Notes free the Related Documents to be executed and clear of all liensdelivered by such Seller, pledgesas the case may be, encumbrances, security agreements, equities, options, claims, charges and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities lawspursuant hereto, and has not previously entered into any commitment for to consummate the sale transactions contemplated hereby and thereby. Assuming due authorization, execution and delivery of all or part this Agreement by Buyer, this Agreement (and when executed and delivered at Closing, each Related Document to which such Seller is a party) will be duly executed and delivered and will constitute legal, valid and binding obligations of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest , enforceable in accordance with respect to the Purchased Notestheir respective terms. (b) Seller has full power and authority to sell and transfer the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or other person. (c) The execution and delivery of this Agreement by such Seller and each of the Related Documents, and the performance by Seller consummation of his, her, the transactions contemplated hereby or its obligations pursuant to this Agreement thereby will not result in any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation of any Encumbrance on the Interests owned by such Seller and are not prohibited by, do not violate or conflict with any provision of, and do not constitute a default under or a breach of (i) the organizational documents, if applicable, of such Seller, (ii) in any material mortgagerespect, pledgeany contract, lienpermit, encumbrance license or charge upon other instrument to which such Seller is a party or by which such Seller or any of its respective assets is bound, (iii) to the Purchased Notesknowledge of such Seller, any order, writ, injunction, decree or judgment of any court or governmental agency to which Seller is subject, or any Law applicable to Seller. No approval, authorization, registration, consent, order or other than pursuant to action of or filing with any court, administrative agency or other governmental authority, is required for the execution and delivery by such Seller of this AgreementAgreement or any Related Document or the consummation by such Seller of the transactions contemplated hereby. (dc) Upon delivery Such Seller holds of record and payment for beneficially all of the Purchased Notes Interests purported to be owned by such Seller as herein contemplated, set forth opposite such Seller’s name on Schedule 3.33(c). Seller will convey to Purchaser good, valid has good and marketable title to all of the Purchased Notes Interests in such Seller’s name as set forth on Schedule 3.33(c) and all right, power, authority and capacity to sell, assign, transfer and deliver all right, title and interest, both legal and equitable, in and to the Interests set forth next to such Seller’s name on Schedule 3.33(c), free and clear of all liensEncumbrances. All of the Interests held by such Seller have been duly authorized, encumbrancesare validly issued, equities, options, claims, charges fully paid and restrictions, non-assessable. Such Seller has not violated any applicable Laws in connection with the purchase or sale of any nature whatsoever, other than restrictions under applicable securities laws. (e) Interests. Upon delivery to Buyer at the Closing of a duly executed assignment of Interests of such Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences upon receipt by such Seller of the transactions contemplated by this Agreement. Seller is not relying on Closing Date Cash Payment, Promissory Note, and Buyer Closing Shares, good and valid title to such Interests will pass to Buyer, free and clear of any statements or representations of Purchaser or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result of the transactions contemplated by this AgreementEncumbrances.

Seller Representations. In addition to the representations and warranties contained in other paragraphs of this Contract, Seller hereby represents and warrants to Purchaser Purchaser, which representations and warranties shall be true and correct as followsof, and shall survive the termination or expiration of this Contract, and the truth of which shall be a condition precedent to Purchaser's obligations hereunder, that: (ai) Seller owns All Lease Property is in compliance with all Purchased Notes free laws, rules and clear regulations, of all liensfederal, pledgesstate, encumbrancesmunicipal and other oil and gas regulatory departments, security agreementscommissions, equitiesboards, optionsbureaus, claimsagencies and instrumentalities, charges having jurisdiction over the Lease Property, and restrictions Seller has obtained and possess all permits and approvals from such regulators as are necessary to operate the Lease(s) in its current condition; (ii) There are not actions, suits, proceedings, investigations or set of facts, which are existing, pending or, to the best knowledge and belief of Seller, threatened or asserted against Seller or any portion of item of the Lease Property, whether at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or otherwise existing, and Seller has not received any notices of any condemnation actions, special assessments or increase to the asserted valuation of taxes or other impositions of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale of all which are pending or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest being contemplated with respect to the Purchased NotesLease Property or any portion thereof. (biii) Seller has full power and authority to sell and transfer the Purchased Notes to Purchaser without obtaining the waiverThere are no liens (recorded or unrecorded), consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authorityassessments, or (iiisecurity interests against the Lease(s) or against any third party or other person. (c) The execution and delivery portion of this Agreement by such Seller and the performance by Seller of hisLease Property, her, or its obligations pursuant to this Agreement will not result in nor are there any material violation of, or materially conflict with, or constitute a material default under, any agreement to actions pending which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, would result in the creation of any material mortgagelien or claim against the Lease(s) or Lease Property, pledgeand Seller shall not create or voluntarily permit to be created any liens, lien, encumbrance easements or charge upon other conditions affecting any portion of the Purchased NotesLease(s) or the Lease Property without the prior written consent of Purchaser. At the conclusion of all Program activities, there will be no unpaid bills or claims in connection with any construction, repair, maintenance, drilling, development or other than pursuant to this Agreement.work performed or material purchased in connection with the Lease(s) or the Lease Property, and no part of the Lease Property has been destroyed or damaged by fire or other casualty; (div) Upon delivery of Seller has all requisite power and payment for authority to own its property, operate its business where now conducted, enter into this Contract and consummate the Purchased Notes as transactions herein contemplated, and if other than an individual is duly authorized to do business and validity existing under the laws of the state of its formation, and by proper action has duly authorized the execution and delivery of this contract and the consummation of the transaction herein contemplated, and no permission, approval or consent by third parties or governmental authorities is required in order for Seller will convey to Purchaser goodconsummate this Contract, and the party signing this Contract on behalf of Seller has the power and authority to sign this Contract on behalf of Seller, and the other parties having ownership interests in the Lease(s) and Lease Property; (v) This Contract is a valid obligation of Seller and is binding upon Seller in accordance with its terms: (vi) Seller is the owner of good and marketable title to the Purchased Notes Lease(s) and all Lease Property, free and clear of all any liens, encumbrancesdeeds of trust, equitiespledges, optionssecurity interests, claimsleases, charges and restrictionscharges, encumbrances or restrictions of any nature whatsoever, other than restrictions under applicable securities laws.kind; (evii) Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences of the transactions contemplated by this Agreement. Seller is not relying on a party to or bound under any statements indenture, mortgage, deed of trust or representations of Purchaser loan agreement or any other agreements which in any way affects the Lease(s) or the Lease Property, and to the best of its agents. knowledge, Seller understands that Seller is not a party to, nor bound by, any agreement or any order or decree of any court or governmental agency which might to a material degree adversely affect any portion of the Lease(s) of the Lease Property; (viii) The executed copy of the Lease(s) which has been or will be delivered to Purchaser in accordance with the terms of this Contract (and to be assigned at closing) are and shall be solely responsible for Seller’s own tax liability that may arise true and correct; the Lease(s) is in full force and effect, and is being held by production, or if not being held by production, the Lease(s) is otherwise being validly held by some other appropriate action (e.g., commencement of drilling operations, or payment of rentals or shut-in royalties to all necessary lessors); the Lease(s) shall not be further modified or amended without the prior written consent of Purchaser, no other party has any purchase option, right of first refusal, or other interest in the Lease(s); no lessor has given Seller notice of its intention to terminate the Lease(s); and there are no pending claims (whether monetary or otherwise) made against Seller as a result lessee under the Lease(s); and (ix) All permits, licenses and certificates which have been obtained by Seller with respect to the Lease(s) shall be maintained through closing and Seller knows of no reason why same will not continue unimpaired after the assignment of the transactions contemplated by this AgreementLease(s) to Purchaser.

Seller Representations. The Seller represents and warrants to Purchaser the Trust, and acknowledges that the Trust has in reliance thereon entered into this Agreement and will complete the Purchase hereunder, that, as followsat the Closing Date: (a) the Seller owns all Purchased Notes free is a limited partnership validly formed and clear subsisting under the laws of all liensManitoba, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest in each case with respect to the Purchased Notes. (b) Seller has full power and authority to sell enter into and transfer perform its obligations under this Agreement and all Transaction Documents delivered by it hereunder and to do all acts and things as are required or contemplated hereunder and is duly qualified to carry on business in each jurisdiction in which the Purchased Notes failure to Purchaser without obtaining do so could reasonably be expected to have a Material Adverse Effect; (b) each of the waiverPartners is a subsisting corporation under the laws of Manitoba, consentwith, order or approval of (i) in the case of the Managing GP, full power and authority to, as general partner of the Seller, enter into and perform its obligations under this Agreement and all Transaction Documents delivered by it hereunder; and (ii) in the case of the Limited Partner, full power and authority to enter into and perform its obligations under the LP Transfer Agreements; (c) each of this Agreement and the Master Lease has been duly executed and delivered by (or on behalf of) it and constitutes a legally binding obligation of the Seller enforceable against it in accordance with its terms, and each of the LP Transfer Agreements has been duly executed and delivered by the Limited Partner and constitutes a legally binding obligation of the Limited Partner enforceable against it in accordance with its terms, in each case subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors’ rights generally and equitable principles of general application (regardless of whether enforcement is sought in a proceeding at law or in equity); (d) the Seller will be registered for GST purposes under Part IX of the Excise Tax Act (Canada) and for QST purposes under the Act respecting the Quebec sales tax; (e) each of the Securitized Leases is an Eligible Lease and, as of the Cut-Off Date, the information in respect thereof set out in Schedule E is in all material respects true and correct; (f) the Securitized Leases (other than those whose Obligors are located in the Province of Quebec) have been randomly selected from the Eligible Leases available to be selected as Securitized Leases (or constitute all Eligible Leases available to be selected as Securitized Leases), provided that, in connection with the selection of Securitized Leases originated before April 1, 2009, such Securitized Leases were selected from the available Eligible Leases in reverse order of their month of origination (or constitute all such Eligible Leases available to be selected as Securitized Leases); (g) the Seller or the Managing General Partner have taken all action necessary to authorize the execution, delivery and performance of all Transaction Documents to which the Seller is a party and the Limited Partner has taken all action necessary to authorize the execution, delivery and performance of the LP Transfer Agreements; (h) the execution, delivery, compliance with and performance by the Seller of the terms and conditions of the Transaction Documents to which it is a party, and the execution, delivery, compliance with and performance by the Limited Partner of the terms and conditions of the LP Transfer Agreements, will not, in either case: (i) result in a violation of any Applicable Laws (including any privacy laws) in any material respect; (ii) result in a breach of, conflict with or constitute a default under any loan agreement, indenture, trust deed or any other agreement or instrument to which the Seller or the Limited Partner is a party or by which it is bound (including the LP Partnership Agreement) which would reasonably be expected to have a Material Adverse Effect; (iii) require any authorization, order, approval or consent of, or any notice to or filing with, any Governmental Authority having jurisdiction except such as has otherwise already been obtained given, filed or obtained, as otherwise the case may be; or (iv) result in or require the creation of any Security Interest, other than in favour of the Trust; (i) the documents and instruments delivered on the Closing Date will be effective to validly convey to the Trust a valid and perfected ownership interest in the Lease Rights related to the Securitized Leases, free and clear of any Security Interests arising through the Seller; (j) the Securitized Equipment (or, in the case of Securitized Equipment that was sold during the period from the Cut-Off Date to the Closing Date after the return thereof by the lessee under the related PHH Master Lease, the Lease Rights in connection therewith) was validly transferred to the Seller by the Limited Partner, and was transferred by PHH VMS to the Limited Partner, in each case, free and clear of any Security Interest; (k) the location of the chief executive office and chief place of business of the Seller and of the Limited Partner is Ontario; (l) all information provided by the Servicer (on behalf of the Seller) to the Trust or its advisors or to the Rating Agencies (or known to the Servicer in the case of any document not furnished by or on behalf of the Servicer) in connection with the transactions contemplated by the Transaction Documents, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information, in light of the circumstances under which it was provided, not misleading; (m) all filings, recordings, notifications, registrations or other actions under all Applicable Law have been made or taken (subject to certain formalities under the Civil Code (Quebec)), and all approvals obtained, in each Relevant Jurisdiction to give legal effect to the transactions contemplated by the Transaction Documents and the LP Transfer Agreements (except where the failure to have done so would not have a Material Adverse Effect) and to validate, preserve, perfect and protect the ownership interest of the Trust in the Lease Rights relating to the Securitized Leases and the Securitization Security Interests; (n) there are no proceedings or investigations pending or, to the knowledge of the Seller, threatened against the Seller at law or in equity or before any arbitrator or before any Governmental Authority (i) asserting the invalidity of any Transaction Document; (ii) seeking to prevent consummation of any of the transactions contemplated in the Transaction Documents; (iii) seeking any determination or ruling that would reasonably be expected to have a Material Adverse Effect; or (iv) seeking to affect adversely, challenge or dispute filing positions taken by the Seller with respect to the income or capital tax attributes of the transactions contemplated by the Transaction Documents or the Securitized Leases under any federal or provincial tax legislation; (o) the Seller is a Canadian partnership within the meaning of the Income Tax Act (Canada); (p) no Person has any written or oral agreement or option or any right or privilege capable of becoming an option or agreement for in this Agreementthe purchase or acquisition from the Seller of any of the Securitized Leases or related Leased Equipment, Amicus Internationalother than (i) the Trust, (ii) any state or federal governmental authoritythe Obligors pursuant to their Obligor Options, or (iii) any third party Person to whom PHH VMS has agreed to sell Securitized Equipment that was returned by the lessee on or other person. (c) The execution after the Cut-Off Date and delivery of this Agreement by such Seller and the performance by Seller of his, her, or its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon any of the Purchased Notes, other than pursuant to this Agreement. (d) Upon delivery of and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title prior to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws. Closing Date (e) Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences of the transactions contemplated by this Agreement. Seller is not relying on any statements or representations of Purchaser or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result of the transactions contemplated by this Agreementreturn of such equipment to PHH VMS or the Servicer pursuant to the terms of the related Lease); and (q) none of the Securitized Leases is a Sub Prime Lease.

Seller Representations. Seller hereby represents and warrants to Purchaser Buyer the following, and shall represent and warrant that the following remain true and correct at and as followsof Closing, and as of the date of each assignment to Buyer of a portion of the Royalty Interests: (a) Seller owns all Purchased Notes free is a corporation and clear AWP is a limited liability company validly existing and in good standing under the laws of all liensthe State of Nevada and Delaware, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities lawsrespectively, and has not previously entered into any commitment for Seller and AWP are qualified to do business in the sale State of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased NotesArizona. (b) Seller and AWP each has full all requisite power and authority to sell carry on its business as presently conducted. Seller has all requisite power and transfer the Purchased Notes authority to Purchaser without obtaining the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in enter into this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or other person. (c) The execution and delivery of this Agreement by such Seller and the performance by Seller of his, her, or perform its obligations pursuant to under this Agreement. The consummation of the transactions contemplated by this Agreement will not result violate nor be in conflict with any material violation ofprovision of Seller’s articles of organization and bylaws, or materially conflict with, or constitute a material default under, any agreement or instrument to which Seller is a party or such is bound, or any judgment, decree, order, writ, injunction, statute, rule or regulation applicable to Seller. The execution, delivery and performance of this Agreement, and the transactions contemplated hereby, have been duly and validly authorized by all requisite action on the part of Seller. (c) AWP’s charter documents, nor, to such Seller’s knowledge, result interests in the creation Mining Leases, Mineral Interest Lands and State Exploration Permits (the “AWP Interests”), have been created by valid and sufficient conveyances properly recorded in the records of any material mortgageApache County, pledge, lien, encumbrance or charge upon any of Arizona and the Purchased Notes, other than pursuant Arizona State Land Department as to this Agreementthe State Exploration Permits. (d) Upon delivery To the best of and payment for Seller’s knowledge there are no actions, suits or proceedings pending or threatened in writing against Seller or AWP or the Purchased Notes as herein contemplatedAWP Interests, Seller will convey in any court or by or before any tribal, federal, state, municipal, or other governmental agency that would adversely affect the Royalty Interests or impair Seller’s ability to Purchaser good, valid and marketable title to consummate the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities lawstransactions contemplated hereby. (e) Seller has reviewed with To the best of Seller’s own tax advisors knowledge, neither Seller nor AWP has received notice of or has knowledge of any pending claim or audit against Seller from any applicable taxing authority for assessment of taxes with respect to the federalAWP Interests, state or Seller or AWP, and local tax consequences all such taxes that are due as of the transactions contemplated Effective Date have been paid in full. (f) The AWP Interests are not subject to any calls on Mineral production, agreements involving any prepayments for Mineral production, or any other agreements pursuant to which Seller is obligated to deliver Minerals, or the proceeds of the sale thereof, without receiving payment therefor at or after the time of delivery, other than the royalties and payments provided by the Underlying Agreements (“Underlying Agreements” shall also include, as used in this Agreement, the State Exploration Permits). (g) To the best of Seller’s knowledge, there exist no facts relating to the condition, use or operation of any of the AWP Interests, and the release or disposal, if any, of hazardous substances on or under the lands subject to the AWP Interests, that could constitute or result in a violation of any environmental law, or result in a suit, action, claim, investigation or inquiry under or with respect to such environmental law, or cause or result in the incurrence of any obligation for remediation under such environmental law. To Seller’s knowledge, the AWP Interests are not subject to any existing, pending or threatened investigation or inquiry by any governmental authority or to any obligation for remediation under any applicable environmental law. (h) (i) Seller is not relying on in breach of any statements of the Underlying Agreements and, to the best of Seller’s knowledge, no other person is in breach of any Underlying Agreements; (ii) no event has occurred and no circumstance exists that would, in any material respect, contravene, conflict with, or representations of Purchaser result in a violation or breach of, or give Seller or any other person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify any of its agents. Seller understands that Seller shall be solely responsible for the Underlying Agreements, (iii) all rentals, royalties and other payments payable or due under the Underlying Agreements as of the Effective Date have been duly and properly paid, and all minimum exploration work has been performed or cash paid in lieu thereof, and all other terms and conditions necessary to keep the AWP Interests in force and effect as of the Effective Date have been fully performed under each Underlying Agreement, and (iv) each Underlying Agreement is in full force and effect. (i) Other than surface disturbance allowed under existing permits on lands used in current exploration operations on the AWP Interests, to the best of Seller’s own tax liability that may arise as a result knowledge, there is no unreclaimed land within the AWP Interests that: (i) AWP is obligated by law or contract to reclaim; or (ii) has not been reclaimed in accordance with all applicable requirements of each regulatory authority having jurisdiction over the AWP Interests. (j) To the best of Seller’s knowledge, the operation of the transactions contemplated AWP Interests has been in compliance with all applicable laws, rules and regulations. (k) To the best of Seller’s knowledge, all rentals, royalties and other payments payable or due under the Underlying Agreements, as of the Effective Date, have been duly and properly paid, and all conditions necessary to keep the Underlying Agreements in force and effect have been fully performed. To Seller’s knowledge, all operating expenses and other costs and expenses attributable to Seller’s interests in the Underlying Agreements due and payable prior to the Effective Date, have been duly and properly paid in all material respects by this AgreementSeller in accordance with applicable law. (l) To the best of Seller’s knowledge, all permits from governmental agencies having jurisdiction in connection with the exploration and development of the AWP Interests have been obtained and all obligations thereunder fully performed and will continue to be timely and fully performed.

Seller Representations. Seller represents and warrants to Purchaser as followsBuyer that: (a) Seller owns all Purchased Notes free is a corporation duly organized and clear existing under the laws of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges Venezuela having the legal capacity to enter into and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased Notes.perform this Agreement; (b) Seller it has full power obtained all necessary authorizations from the competent governmental authorities for the execution of this Agreement and authority to sell and transfer the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval performance of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or other person.its obligations hereunder; (c) The the execution and delivery performance by Seller of this Agreement has been duly authorized by all necessary corporate action; (d) this Agreement has been duly executed by Seller and, assuming the due authorization and execution of this Agreement by such Buyer, constitutes the legal, valid and binding obligation of Seller, enforceable against Seller and in accordance with its terms; (e) neither the execution of this Agreement by Seller nor the performance by Seller of his, her, or its obligations pursuant to this Agreement hereunder will not conflict with or result in any material violation breach of, or materially conflict with, or constitute a material violation of or default under, any applicable law, its charter or by-laws, or any indenture, mortgage, deed of trust, or other instrument or agreement (including, without limitation, any negative pledge or similar clause), to which Seller or any of its affiliates is a party party, or such Seller’s charter documentsby which any of them may be bound, noror to which any of their property or assets may be subject; (f) no lawsuit or other proceeding is pending or, to such the knowledge of Seller’s knowledge, result in threatened against Seller which, if determined adversely to Seller, may materially and adversely affect its business or financial condition or the creation consummation of the transactions contemplated by, or the performance of its obligations under, this Agreement; and no action or proceeding has been instituted, and no order, decree, injunction or judgment of any material mortgagekind from any court or other governmental authority has been issued, pledgeto avoid, lien, encumbrance restrain or charge upon in any of other manner prevent the Purchased Notes, other than pursuant to this Agreement. (d) Upon delivery of and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws. (e) Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences consummation of the transactions contemplated by this Agreement. ; (g) Seller has not been contacted by or negotiated with any finder, broker or other intermediary for the sale of Oil hereunder, and no person or entity is not relying on entitled to any statements compensation with respect to this Agreement or representations the sale of Purchaser Oil hereunder; and (h) no director, employee or agent of Seller has given or will give any commission, fee, rebate, gift or entertainment of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result of the transactions contemplated by significant value in connection with this Agreement, it being agreed that representatives of Buyer may audit the applicable records of Seller solely for the purpose of determining whether there has been compliance with this clause (h).

Seller Representations. Seller represents makes the following representations and warrants to Purchaser as followswarranties: (a) Seller owns all Purchased Notes free is a limited liability organization duly organized, validly existing and clear in good standing under the laws of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions the state of any nature whatsoever, except any restrictions under applicable state and federal securities lawsFlorida. Seller is duly authorized to, and has not previously entered the power and authority to enter into any commitment for this Agreement and consummate the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest transactions contemplated hereby. This Agreement is enforceable against the Seller in accordance with respect to the Purchased Notesits terms. (b) Seller has full power and authority all licenses necessary or appropriate to sell and transfer conduct the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of (i) except Business as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or other personpresently conducted. (c) The execution Seller has good and delivery of this Agreement by such Seller and valid title to all the performance by Seller of his, her, or its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon any of the Purchased Notes, other than pursuant to this AgreementAcquired Assets. (d) Upon delivery of and payment for Other than the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title security interest granted pursuant to the Purchased Notes free Loan Documents immediately prior to the Purchase, there are no liens or other security interests on the Acquired Assets; this representation and clear warranty does not address any purported lien that may be asserted by Landmark Bank against the Acquired Assets through Check Cashing U.S.A. Inc. or any of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities lawsits affiliates. (e) Seller With respect to the Locations, no payment of rent or equipment lease obligation is past due. (f) With respect to the Employees at the Locations, all such Employees have been paid for all work performed through the Effective Date. No employee that worked at any Location prior to the Effective Date has reviewed with Seller’s own tax advisors any unused or accrued vacation for which such employee has not been fully reimbursed. (g) The Acquired Assets include $1,700,000 in cash and net current consumer receivables. (h) After the federal, state and local tax consequences consummation of the transactions contemplated by this Agreement. Seller is not relying on any statements or representations Purchase and giving effect to the offset of Purchaser or any of its agents. Seller understands that the obligations under the Note, the Seller shall be solely responsible for solvent (in that both the fair value of its assets will not be less than the sum of its liabilities and that the present saleable value of its assets will not be less than the amount required to pay its probable liabilities as they become absolute and matured); (b) will have adequate capital with which to engage in its business; and (c) will not have incurred and will not plan to incur liabilities beyond its ability to pay as they become absolute and matured. (i) Seller has the right to deal generally with the customers at the Locations, and the assets at the Locations belong to Seller and are sufficient to operate the Business at the Locations. (j) Seller shall have substantially complete information relating to its customers and customer accounts. (k) Seller has not solicited any employee who performs substantial work with respect to the Business to remain with Seller after the Purchase. (l) Except as described Exhibit B, there is no suit, claim, action or litigation, or governmental, administrative, arbitral or other similar proceeding, investigation or inquiry, pending or, to the knowledge of Seller’s own tax liability that may arise as , threatened against the Seller which, individually or in the aggregate, will have a result materially adverse effect on the Seller, its results of operations, assets, or condition, financial or otherwise. (m) Since January 31, 2016, there have been no material additions to or dispositions of fixed assets at the transactions contemplated by this AgreementLocations.

Seller Representations. Seller represents and warrants to Purchaser as follows: (a) Each Seller owns all Purchased Notes free is not a "foreign person" within the meaning of Section 1445 if the Code and clear (i) if an individual, he has reached the age of all liensmajority and is a United States citizen or resident; (ii) if a corporation, pledgeslimited liability company or partnership, encumbrancesit is formed under the laws of a state of the United States and is authorized and otherwise duly qualified to hold real property and interests therein; and (iii) if the undersigned is a trustee, security agreements, equities, options, claims, charges the undersigned and restrictions each co-trustee is such a citizen of any nature whatsoever, except any restrictions such age or a corporation organized under applicable state and federal securities lawsthe laws of the United States, and has not previously entered into any commitment for the sale of all or part trust beneficiaries are such citizens of such Purchased Notes age and United States citizens or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased Notesresidents. (b) Each of the First Reserve Fund and Xxxxx X. Xxxxx is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"). Each Seller understands that Buyer will rely upon the exemptions provided by the Securities Act, Regulation D thereunder and various state securities laws and will rely on the representations and warranties of such Seller contained herein for purposes of such determination. Each Seller is acquiring Buyer Common Stock for its own account and not with a view to, or for the offer or sale in connection with, any distribution thereof. Each Seller acknowledges that the shares of Buyer Common Stock have not been registered under the Securities Act, or any state securities laws, and that the shares of Buyer Common Stock may not be transferred or sold except pursuant to a registration statement filed in accordance with the Securities Act or pursuant to any applicable exemption therefrom under the Securities Act and state securities laws. (c) Each Seller has such knowledge of Buyer and its business and such experience in financial and business matters to enable it to evaluate the merits and risks of an investment in Buyer Common Stock. Each Seller has made an informed investment decision with respect to the shares of Buyer Common Stock to be acquired pursuant to this Agreement. Each Seller understands that there can be no assurance as to the federal or state tax result of an investment in Buyer Common Stock. Each Seller understands that no state or federal governmental authority has made any finding or determination relating to the fairness of an investment in Buyer Common Stock and no state or federal governmental authority has recommended or endorsed or will recommend or endorse an investment in Buyer Common Stock. Each Seller understands that there has been no public market for Buyer Common Stock and it is not likely that after the Closing there will be such a market. Each Seller understands that the transferability of Buyer Common Stock will be restricted by Buyer's Stockholders' Agreement. (d) Each Seller owns the Initial Shares set forth opposite its name on Exhibit A hereto of record and beneficially, free and clear of any Encumbrances. Each Seller has full power and legal right to cause such Initial Shares to be sold, assigned, transferred and delivered to Buyer, and upon delivery of such Initial Shares as provided for hereunder, Buyer will acquire good and valid title thereto. (e) Each Seller has all requisite power and authority to sell and transfer the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in enter into this Agreement, Amicus Internationalto consummate the transactions contemplated hereunder and to perform its obligations under this Agreement. If such Seller is not an individual person, (ii) any state or federal governmental authority, or (iii) any third party or other person. (c) The the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly and validly authorized by such Seller's board of directors, the board of directors of such Seller' general partner or established trust procedures, as applicable, and no other proceedings on the part, or on behalf, of such Seller is necessary for such execution, delivery and performance. This Agreement has been duly authorized, executed and delivered by such Seller and the is a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors' rights generally or by general equitable principles). (f) The execution, delivery and performance by Seller of his, her, or its obligations pursuant to this Agreement by each Seller and the consummation of the transactions contemplated hereby do not and will not not: (i) violate any provision of the charter, bylaws or other organizational documents of such Seller; (ii) violate any applicable Law or any judgment, order or decree of any Governmental Entity applicable to such Seller; or (iii) violate or result in any material violation of, or materially conflict with, a breach of or constitute (with due notice or lapse of time or both) a material default underor cause any obligation, penalty or premium to arise or accrue under any contract, lease, credit or loan agreement, mortgage, security agreement, indenture or other agreement or instrument to which such Seller is a party or such Seller’s charter documents, nor, by which he or it is bound or to such Seller’s knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon which any of the Purchased Notes, other than pursuant to this Agreementproperties or assets of such Seller is subject. (dg) Upon delivery of and payment Immediately following Closing, no Seller shall own or otherwise control any assets or properties necessary for the Purchased Notes Company and the Company Subsidiaries to conduct their respective businesses in substantially the same manner as herein contemplated, Seller will convey conducted immediately prior to Purchaser good, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities lawsClosing. (e) Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences of the transactions contemplated by this Agreement. Seller is not relying on any statements or representations of Purchaser or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result of the transactions contemplated by this Agreement.

Seller Representations. The Seller acknowledges, represents and warrants to Purchaser as followsthe Company that: (a) The Seller owns all Purchased Notes free is a limited liability company validly existing and clear in good standing under the laws of all liensthe State of Delaware. The Seller has full limited liability company power, pledgescapacity and authority to enter into, encumbrancesexecute, security agreements, equities, options, claims, charges deliver and restrictions of any nature whatsoever, except any restrictions perform its obligations under applicable state and federal securities laws, and has not previously entered into any commitment for the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased Notesthis Agreement. (b) This Agreement has been duly authorized, executed and delivered by the Seller has full power and authority to sell constitutes the legal, valid and transfer binding obligation of the Purchased Notes to Purchaser without obtaining Seller, enforceable against the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for Seller in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or other personaccordance with its terms. (c) The execution and delivery of this Agreement by such Seller and the performance by Seller of his, her, or its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such the record and beneficial owner of the shares of the Company’s Common Stock set forth opposite the Seller’s charter documentsname on Schedule I, norand upon the Closing will transfer to the Company good and marketable title to all of the Shares owned by the Seller, to such Seller’s knowledge, result in the creation free and clear of any material mortgageliens, pledgeclaims, liensecurity interests, encumbrance restrictions, options or charge upon other encumbrances of any kind. The Seller has not granted any option of any sort with respect to the Purchased Notes, Shares owned by the Seller or any right to acquire the Shares owned by the Seller or any interest therein other than pursuant to the Company under this Agreement. (d) Upon delivery The transfer and sale of and payment for the Purchased Notes as herein contemplated, Shares owned by the Seller will convey to Purchaser goodnot conflict with, valid and marketable title result in a breach or violation of, or constitute a default under, any law applicable to the Purchased Notes free and clear Seller or the certificate of all liens, encumbrances, equities, options, claims, charges and restrictions, formation or limited liability company agreement of the Seller or the terms of any nature whatsoeverindenture or other agreement or instrument to which the Seller is a party or bound, other than restrictions under or any judgment, order or decree applicable securities lawsto the Seller of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Seller. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the consummation by the Seller of the sale of the Shares owned by the Seller to the Company hereunder. (f) The Seller has reviewed with Seller’s own tax advisors independently investigated and evaluated the federal, state and local tax consequences value of the transactions Shares it owns and has received from the Company, among other information, information regarding the Company’s results of operations for the quarter ended October 2, 2010 and certain projections regarding the Company’s future financial performance. The Seller has had full opportunity to ask questions of the Company related thereto. Based upon its independent analysis, together with information obtained from sources other than the Company and its affiliates, the Seller has reached its own business decision to effect the sale of Shares owned by the Seller contemplated by this Agreement. hereby. (g) The Seller is sophisticated and capable of understanding and appreciating, and does understand and appreciate, that future events may occur that could increase the price of the Shares, and that the Seller would be deprived of the opportunity to participate in any gain that might have resulted if the Seller had not relying on transferred the Shares owned by the Seller to the Company hereunder. (h) The Seller has not engaged any statements investment banker, broker, or representations finder in connection with the repurchase of Purchaser Shares hereunder and no broker’s or similar fee is payable by the Seller or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result affiliates in connection with the transfer of the transactions contemplated Shares owned by the Seller hereunder. (i) The Seller has not taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise, stabilization or manipulation of the price of any security of the Company in connection with the transfer of the Shares owned by the Seller hereunder. (j) Except for the express representations and warranties contained in this Agreement, none of the Company, nor any of its affiliates, attorneys, accountants and financial and other advisors, has made any representations or warranties to the Seller.

Seller Representations. Seller represents hereby makes the representations and warrants warranties set forth below in this Section 5 to Purchaser Buyer, as follows:of the Execution Date. For purposes of this Section 5, “Seller’s Knowledge,” “to the Knowledge of Seller” and similar phrases shall mean to the actual knowledge of Xxxx Xxxx and Xxxx Xxxxxxx as of such date without independent investigation. (a) Seller owns is the owner of the Purchased Assets as of the date hereof. Seller has and shall convey to Buyer all of its rights, title and interest in and to the Purchased Notes Assets free and clear of all liens, pledges, liens and encumbrances, security agreements, equities, options, claims, charges and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased Notes. (b) Seller has full power is a limited liability limited company duly organized and authority validly existing under the laws of the State of Oklahoma. Seller is duly authorized, qualified and licensed under all applicable laws, regulations, ordinances and orders of governmental authorities having jurisdiction over the operations of the Hospital, to sell own its properties and transfer conduct its business in the Purchased Notes to Purchaser without obtaining place and in the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or other personmanner now conducted. (c) The This Agreement has been duly executed and delivered and constitutes a lawful, valid and legally binding obligation of Seller enforceable in accordance with its terms, except to the extent that enforceability may be subject to, and limited by the effect of (i) any applicable bankruptcy, insolvency, reorganization, moratorium, receivership or other similar laws affecting the enforcement of creditors’ rights generally, and (ii) general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity. (d) Except as described on Schedule 5(d), there are no audits or investigations by any federal, state or local government, any political subdivision thereof or any other governmental, quasi-governmental, judicial, public or statutory instrumentality, body, agency, department, bureau, commission or entity (“Governmental Body”) pending or, to the Knowledge of Seller, threatened against or affecting the Hospital or Seller or relating to the operations of the Hospital. To the Seller’s Knowledge, no event has occurred or circumstance exists that would reasonably be expected to give rise to or serve as the basis for the commencement of any action, suit or proceeding against Seller or the Hospital. Seller has not received any notice in writing that Seller or any partner of Seller or any individual who holds a direct or indirect equity interest in a partner of Seller is the target of any investigation or proceeding by any governmental body. To the Knowledge of Seller, no such investigation or proceeding is pending or threatened. (e) Assuming that Buyer has obtained as of the Effective Date all applicable regulatory approvals required for Buyer to lawfully operate the Hospital and to acquire the assets to be acquired and to assume the liabilities to be assumed hereunder, no consent, approval, authorization or order of, and no exemption by or filing with, any court or governmental agency is required on behalf of Seller in connection with the execution and delivery of this Agreement or any other agreement contemplated hereby or executed in connection herewith or for the consummation and fulfillment by such Seller and of the transactions contemplated hereby or thereby or performance by Seller of his, her, or each and every one of its obligations pursuant hereunder or thereunder. (f) All the inventory and supplies constituting any part of the Purchased Assets are of a quality and quantity usable and salable in the ordinary course of business of the Hospital. The Hospital’s inventory level is and at the Effective Date will be maintained at normal levels for a hospital of comparable size and utilization. (g) Seller has provided Buyer with a true and complete list of all material commitments, contracts, leases and agreements, whether written or oral, that relate to this Agreement will not result in any material violation ofor may affect the Hospital or the operation thereof, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or by which Seller or the Purchased Assets are bound (including, without limitation, agreements with physicians or physician groups, agreements with health maintenance organizations, preferred provider organizations or other alternative delivery systems, joint venture or partnership agreements, employment agreements, contracts, tenant leases, equipment leases, equipment maintenance agreements, agreements with municipalities and labor organizations, loan agreements, bonds, mortgages, liens or other security agreements). Seller has delivered or made available to Buyer true and correct copies of all such material commitments, contracts, leases and agreements. The commitments, contracts, leases and agreements constitute valid and legally binding obligations of the parties thereto and are enforceable in accordance with their terms. All obligations required to be performed under the terms of the Assumed Contracts have been performed, to Seller’s charter documentsKnowledge, norno act or omission has occurred or failed to occur which, to such Seller’s knowledgewith the giving of notice, result in the creation lapse of time or both would constitute a default under or breach of any material mortgageAssumed Contract and each of such Assumed Contracts is now, pledge, lien, encumbrance and will be upon and immediately after the Effective Date in full force and effect without default or charge upon breach on the part of any party thereto. Seller has not received notice in writing to the effect that any party to any of the Purchased NotesAssumed Contracts intends to cancel, other than pursuant terminate or amend any of the Assumed Contracts or to this Agreementexercise or not exercise any outstanding options under any of the Assumed Contracts. (d) Upon delivery of and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws. (eh) Seller has reviewed with Seller’s own tax advisors within the time and in the manner prescribed by law, filed or properly requested extensions for all federal, state and local tax consequences and other information returns and reports (“Tax Returns”) required to be filed by it and has collected and remitted all payroll taxes required by federal and state law, and, if required, has paid in full or made adequate provisions for the payment of all taxes (including, without limitation, income, franchise, sales and use, excise, severance, property, gross receipts and payroll taxes, together with any interest, penalties, assessments or deficiencies, hereinafter referred to collectively as “Taxes” or singularly as a “Tax”), for all periods ending on or before the date hereof and on or before the Effective Date. All such Tax Returns are and will be true, correct and complete in all material respects and in compliance in all material respects with the laws, rules and regulations applicable to such Tax Returns. Seller is not a party to, or as of the Effective Date will not be a party to, any action or proceeding by a government authority for the assessment or collection of Taxes that may adversely affect the Hospital or affect future rights in or use of the Hospital, and no such claim against Seller for additional Taxes, penalties or interest is or, as of the Effective Date will be, pending or threatened. (i) Seller is eligible to receive payment under Titles XVIII and XIX of the Social Security Act and is a “supplier” under existing supplier agreements with the Medicare and Medicaid programs (the “Programs”) through the applicable intermediaries. Seller is in compliance with the conditions of participation in the Programs, and Seller has received all approvals or qualifications necessary for capital reimbursement on the Purchased Assets. There is not pending, nor to the best of Seller’s Knowledge threatened, any proceeding or investigation under the Programs involving Seller or the Hospital. There are no claims, actions or appeals pending (and Seller has not filed any claims or reports that should result in any such claims, actions or appeals) before any Governmental Body, including, without limitation, any fiscal intermediary or carrier or the Administrator of the Centers for Medicare & Medicaid Services (“CMS”), with respect to any state or federal Medicare or Medicaid claims filed on behalf of Seller on or before the date hereof. No validation review or program integrity review related to the Hospital, the operation thereof, or the consummation of the transactions contemplated herein, has been conducted by this Agreement. Seller is not relying on any statements Governmental Body in connection with the Programs, and to the best of Seller’s Knowledge, no such reviews are scheduled, pending or representations of Purchaser threatened against or affecting the Hospital, or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result the Purchased Assets, or the consummation of the transactions contemplated hereby. (j) All billing practices of Seller with all third party payors, including the Programs, the TRICARE program and private insurance companies, are and have been in material compliance with all applicable laws and/or billing guidelines of the Programs, the TRICARE program and all other third party payors. To the Knowledge of Seller, Seller has not billed or received any payment or reimbursement in excess of any amounts allowed by this AgreementLaw. (k) Seller has previously provided Buyer with true and correct copies of the most recent state licensure, Medicare, Medicaid or other accreditation survey reports and licensing reports and all plans of correction which Seller was required to submit in response to such survey and licensing reports. Seller has corrected any material deficiencies noted therein. (l) Seller has received no notice in writing that (i) any person providing services in connection with the Hospital, or (ii) any employee or contractor, in either case of (i) or (ii), is charged with or has been convicted of a criminal offense related to the Medicare, Medicaid or TRICARE programs, or the provision of health care items or services but has not yet been excluded, debarred or otherwise declared ineligible to participate in such programs or is proposed for exclusion therefrom. Neither Seller, nor any equity holder of Seller, nor any of their respective directors, officers or employees is (x) currently excluded, debarred or otherwise ineligible to participate in the Medicare, Medicaid or TRICARE programs; (y) convicted of a criminal offense related to the provision of health care items or services but has not yet been excluded, debarred or otherwise declared ineligible to participate in the Medicare, Medicaid or TRICARE programs; or (z) to the Knowledge of Seller, under investigation by, or otherwise aware of any circumstances that may result in Seller being excluded from participation in, the Medicare, Medicaid or TRICARE programs. To the Knowledge of Seller, Seller is not in violation in any material respect of any Law applicable to the Medicare, Medicaid or TRICARE programs for which criminal penalties, civil monetary penalties or exclusion may be authorized. (m) Seller (i) is not a party to a corporate integrity agreement with the Office of the Inspector General of the Department of Health and Human Services, (ii) does not have reporting obligations pursuant to any settlement agreement entered into with any governmental authority, (iii) has not been a defendant in any qui tam/False Claims Act litigation, (iv) has not been served with or received any search warrant, subpoena, civil investigation demand, contact letter, or, to the Knowledge of Seller, telephone or personal contact by or from any federal or state enforcement agency, and (v) has not received any complaints in writing from employees, independent contractors, vendors, physicians, or any other person that would indicate, after due inquiry by Seller, that Seller has violated any Law. (n) Seller (i) has undertaken all necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any necessary risk assessments) of all areas of its business and operations required by Title II, Subtitle F, of the federal Health Insurance Portability and Accountability Act of 1996 (Pub. Law 104-191) (“HIPAA”), and (ii) is in compliance in all material respects with HIPAA and all rules and regulations promulgated thereunder, including the electronic data interchange regulations, the health care privacy regulations and the healthcare security regulations. (o) Seller and the operations of the Hospital are in compliance in all material respects with all applicable laws of federal, state and local authorities, and all applicable rules, regulations and requirements of all Governmental Bodies having jurisdiction over the Hospital and of the operations thereof; and Seller has timely filed all reports, data and other information required to be filed on behalf of the Hospital with such Governmental Bodies. Neither Seller nor any Affiliate thereof has, with respect to the operation of the Hospital, received written notice of, and to Seller’s Knowledge, Seller is not under investigation with respect to, any violation or alleged violation of, or any obligation to take remedial action under, any applicable (i) state, federal or local statute, ordinance, rule or regulation, (ii) license or certificate issued or (iii) order, judgment or decree entered, by any Governmental Body relating to Seller or the operations of the Hospital. (p) This Agreement and the Schedules hereto and all other documents and information furnished to Buyer and its respective representatives by Seller pursuant hereto do not and will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements made and to be made herein and therein not misleading

Seller Representations. The Seller acknowledges, represents and warrants to the Purchaser as followson the date hereof and on the Closing Date that: (a) The Seller owns all Purchased Notes free is a corporation organized under the laws of the State of Maryland. The Seller has full corporate power and clear of all liensauthority to enter into, pledgesexecute, encumbrances, security agreements, equities, options, claims, charges deliver and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased Notesperform this Agreement. (b) This Agreement has been duly authorized, executed and delivered by the Seller has full power and authority constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except to sell and transfer the Purchased Notes to Purchaser without obtaining the waiverextent that enforcement thereof may be limited by bankruptcy, consentinsolvency, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party reorganization or other personlaws affecting enforcement of creditors’ rights or by general equitable principles. (c) Each of the Ancillary Agreements has been duly authorized by the Seller and, on the Closing Date, will have been duly executed and delivered by the Seller and will constitute the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles. (d) The Seller is the record and beneficial owner of the Shares to be sold by it in the Secondary Sale Transaction. The Seller has not granted, and there does not remain outstanding, any option of any sort with respect to or Lien on the Shares or any right to acquire the Shares or any interest therein other than to the Purchaser under this Agreement. (e) The transfer of the Shares to be sold by the Seller hereunder, the execution and delivery of this Agreement the Ancillary Agreements by such the Seller and the performance by the Seller of his, her, or its obligations pursuant to this Agreement hereunder and thereunder will not conflict with, result in any material a breach or violation of, or materially conflict with, or constitute a material default under, (i) any law applicable to the Seller, (ii) the organizational documents of the Seller or (iii) the terms of any indenture or other agreement or instrument to which the Seller is a party or such bound, or any judgment, order or decree applicable to the Seller of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Seller’s charter documents, nor, to such Seller’s knowledge, result except in the creation cases of (i) and (iii), for any material mortgagesuch conflict, pledgebreach, lien, encumbrance violation or charge upon any default that would not materially and adversely affect the sale of the Purchased Notes, other than pursuant to this Agreement. (d) Upon delivery of Shares and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws. (e) Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences consummation of the transactions contemplated herein. (f) No consent, approval, authorization or order of any court or governmental agency or body is required for the consummation by this Agreement. the Seller is not relying on any statements or representations of Purchaser or any the sale of the Shares hereunder, the execution and delivery of the Ancillary Agreements by the Seller and the performance by the Seller of its agents. Seller understands that Seller shall obligations under the Ancillary Agreements. (g) As of the date hereof, there is no proceeding before or brought by any governmental authority now pending or, to the knowledge of the Seller, threatened against or affecting the Seller, which would, individually or in the aggregate, reasonably be solely responsible for Seller’s own tax liability that may arise as a result expected to materially and adversely affect the consummation of the transactions contemplated herein and in the Ancillary Agreements or the performance by the Seller of its obligations hereunder and thereunder. (h) The Seller is not a party to any contract, agreement or understanding with any person that would give rise to a claim against the Purchaser for a brokerage commission, finder’s fee or like payment in connection with the sale of the Shares. (i) Assuming the accuracy of the Purchaser's representations in Section 3 hereof, it is not necessary in connection with the sale of the Shares to the Purchaser in the manner contemplated by this Agreement to register such issuances and sales under the Securities Act. (j) The assets that the Seller will hold directly and indirectly through all entities under the control of the Seller at the time of the Merger as determined under the HSR Act that do not qualify for an exemption under the HSR Act collectively have a fair market value of less than the $50,000,000 as adjusted HSR threshold. (k) Any loan the Seller has made to SpinCo (as defined in the Merger Agreement) prior to the Merger has been secured 100% by realty and is an exempt asset under the HSR Act. (l) Except for the express representations and warranties contained in this Agreement, neither the Purchaser nor the Company, nor any of their respective affiliates, attorneys, accountants and financial and other advisors, has made any representations or warranties to the Seller.

Seller Representations. Seller represents and warrants to Purchaser as follows: (a) Seller owns all Purchased Notes free and clear of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment Except for the sale Tenant Leases, there are no outstanding leases, options to purchase, rights of all first refusal (except for the HEB ROFR), letters of intent or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest rental agreements with respect to any of the Purchased NotesProperty. Seller has delivered to Purchaser, or will deliver to Purchaser as part of the Property Information, true, correct, and complete copies of all Tenant Leases. (b) Seller has full power and authority There are no Unpaid Leasing Commissions or Unpaid Allowances with respect to sell and transfer any portion of the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of (i) Real Property except as has otherwise been obtained or disclosed on the certified Rent Roll, initially attached hereto as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or other personExhibit “B-1” and as updated from time to time and at Closing. (c) The execution person or persons executing this Agreement on behalf of Seller have full power and authority to execute this Agreement, and to bind Seller to the terms hereof. (d) Seller is a duly organized and validly existing limited liability company under the laws of the State of Texas. (e) Seller has, without notice to or consent or joinder of any other person or entity, the full right, power and authority to enter into and perform this Agreement, including full right, power and authority to sell the Property to Purchaser. (f) Seller’s execution, delivery and performance of this Agreement by such Seller Agreement: (i) are within Seller’s power and the performance by Seller of his, her, or its obligations pursuant to this Agreement authority and have been duly authorized; and (ii) will not result in any material violation of, or materially conflict with, or with or without notice or the passage of time, or both, result in a breach of any of the terms and provisions of or constitute a material default underunder any legal requirement, any indenture, mortgage, loan agreement or instrument to which Seller is a party or by which Seller is bound. (g) Seller has not been served with notice of any existing litigation with respect to the Property which would be binding upon Purchaser or the Property after 13 the Closing, and to the knowledge of Seller, no such Seller’s charter documentslitigation has been threatened or asserted except as disclosed in the Property Information. (h) Except as disclosed by the Title Commitment, norSeller has not received any notice and has no knowledge of any pending improvement liens, special assessments or condemnations against the Property by any governmental authority. (i) Seller has not received any written notice of any violation of any ordinance, regulation, law or statute of any governmental agency pertaining to such the Property or any portion thereof or the operation thereof. (j) Seller has received no written notice (i) that the Property or the use thereof violates any covenants or restrictions encumbering the Property, (ii) of any material physical defect in the Improvements (including any written notice of defect with respect to the safety sprinklers installed therein), or (iii) from any insurance company or underwriter of any defect that would materially adversely affect the insurability of the Property or cause an increase in insurance premiums. (k) No portion of the Property has been designated or assessed for “agricultural use” or as “qualified open space land” within the meaning of Article VIII, Section 1-D or Section 1-D-1 of the Texas Constitution, or the statutes relating thereto which are codified under the Texas Tax Code, as amended. (l) To Seller’s knowledge, result in the creation Property is not the habitat or potential habitat of any material mortgagespecies of flora or fauna which is protected under any applicable laws pertaining to the protection of flora or fauna (including, pledgewithout limitation, lien, encumbrance or charge upon any federal Endangered Species Act) and the anticipated use of the Purchased Notes, other than pursuant to this AgreementProperty does not violate any regulations concerning endangered or threatened species of flora or fauna. (dm) Upon delivery Except for normal construction materials and processes used in the ordinary course of the construction of the Improvements in compliance with Environmental Laws (defined below), Seller has not manufactured, introduced, released or discharged from or onto the Property any Hazardous Materials or any toxic wastes, substances or materials (including, without limitation, asbestos), and payment Seller has not used the Property or any part thereof for the Purchased Notes generation, treatment, storage, handling or disposal of any Hazardous Materials, in violation of any Environmental Laws. The term "Environmental Laws" includes without limitation the Resource Conservation and Recovery Act and the Comprehensive Environmental Response Compensation and Liability Act and other federal laws governing the environment as herein contemplatedin effect on the date of this Agreement together with their implementing regulations and guidelines as of the date of this Agreement, Seller will convey to Purchaser goodand all state, valid regional, county, municipal and marketable title other local laws, regulations and ordinances that are equivalent or similar to the Purchased Notes free federal laws recited above or that purport to regulate Hazardous Materials. The term "Hazardous Materials" includes petroleum, including crude oil or any fraction thereof, natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel (or mixtures of natural gas or such synthetic gas), asbestos and clear of all liensasbestos containing materials, encumbrancesand any substance, equitiesmaterial waste, options, claims, charges and restrictions, of pollutant or contaminant listed or defined as hazardous or toxic under any nature whatsoever, other than restrictions under applicable securities laws. (e) Seller has reviewed with Environmental Law. To Seller’s own tax advisors knowledge and except as disclosed in the federalProperty Information, state and local tax consequences no portion of the transactions contemplated Property is currently in violation of or subject to any existing, pending, or threatened investigation or inquiry by this Agreement. Seller is not relying on any statements governmental authority or representations of Purchaser or to any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result of the transactions contemplated by this Agreement.remedial obligations under any Environmental Laws

Seller Representations. Seller Each of the Sellers hereby, severally and not jointly, represents and warrants to the Purchaser as followsto such Seller as of the Initial Closing Date and each Closing Date on which such Seller sells Mortgage Loans hereunder, and with respect to the Mortgage Loans sold by such Seller, as of the related Closing Date: (a) If the Seller owns all Purchased Notes free is Washington Mutual Bank, FA, the Seller is a federally chartered savings association, duly organized, validly existing and clear in good standing under the laws of all liensthe United States. If the Seller is Washington Mutual Bank fsb, pledgesthe Seller is a savings bank, encumbrancesduly organized, security agreementsvalidly existing and in good standing under the laws of the United States. If the Seller is Washington Mutual Bank, equitiesthe Seller is a Washington state chartered stock savings bank, optionsduly organized, claims, charges validly existing and restrictions in good standing under the laws of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale State of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased NotesWashington. (b) The Seller has full the corporate power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to enter into, execute and transfer deliver this Agreement, the Purchased Notes Term Sheet and all documents and instruments executed and delivered pursuant hereto and to Purchaser perform its obligations in accordance therewith. The execution, delivery and performance of this Agreement by the Seller and the consummation of the transactions contemplated hereby, including, without obtaining limitation, the waiverrepurchase obligations hereinafter contained, consenthave been duly and validly authorized. This Agreement, order or approval the Term Sheet and all other documents and instruments contemplated hereby, in each case assuming due authorization, execution and delivery by the Purchaser, evidence the valid, binding and enforceable obligations of the Seller, subject as to enforcement, (i) except as has otherwise been obtained to bankruptcy, insolvency, receivership, conservatorship, reorganization, arrangement, moratorium, and other laws of general applicability relating to or as otherwise provided for in this Agreement, Amicus International, affecting creditor’s rights and (ii) any state to general principles of equity, whether such enforcement is sought in a proceeding in equity or federal governmental authority, or (iii) any third party or other personat law. 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. (c) The execution and delivery No consent, approval, authorization, or order of any court or governmental agency or body relating to the transactions contemplated by this Agreement by such Seller and the performance by transfer of legal title to the Mortgage Loans to the Purchaser, is required as to the Seller of hisor, herif required, such consent, approval, authorization, or its obligations pursuant order has been or shall, prior to this Agreement will not result in the Effective Date, be obtained, except for any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation recordations of any material mortgage, pledge, lien, encumbrance or charge upon any Assignments of the Purchased Notes, other than Mortgages to or for the benefit of the Purchaser pursuant to this Agreement. (d) Upon delivery of and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws. (e) Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences The consummation of the transactions contemplated by this Agreement, including without limitation the transfer and assignment of the Mortgage Loans to or for the benefit of the Purchaser pursuant to this Agreement and the fulfillment of or compliance with the terms and conditions of this Agreement, are in the ordinary course of business of the Seller and shall not (i) result in the breach of any term or provision of the charter or by-laws of the Seller, (ii) result in the breach of any term or provision of, or conflict with or constitute a default under, or result in the acceleration of any obligation under, any material agreement, indenture, loan or credit agreement or other instrument to which the Seller or its property is subject, or (iii) result in the violation of any law, rule, regulation, order, judgment, or decree to which the Seller or its property is subject. (e) There is no action, suit, proceeding or investigation pending or, to the best of the Seller’s knowledge, threatened against the Seller which, either in any one instance or in the aggregate, is likely (in the Seller’s judgment) to draw into question the validity of this Agreement or the Mortgage Loans, or of any action taken or to be taken in connection with the obligations of the Seller contemplated herein or therein, or which would be likely to impair materially the ability of the Seller to perform its obligations hereunder or thereunder. (f) The Servicer is an approved servicer of residential mortgage loans for Xxxxxx Xxx and Xxxxxxx Mac, in good standing, with such facilities, procedures and personnel necessary for the sound servicing of such mortgage loans. No event has occurred, including but not limited to, a change in insurance coverage, which would make Servicer unable to comply with eligibility requirements of Xxxxxx Mae or Xxxxxxx Mac. (g) The Seller is not relying on any statements or representations of Purchaser or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result HUD approved mortgagee pursuant to Section 203 of the transactions contemplated by this AgreementNational Housing Act. No event has occurred, including but not limited to, a change in insurance coverage, which would make the Seller unable to comply with eligibility requirements of HUD.

Seller Representations. Seller represents and warrants to Purchaser as follows: (a) Seller owns has full power and authority to enter into this Agreement and to transfer and convey all Purchased Notes free right, title and clear of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges interest in and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities lawsto the Subject Property in accordance with this Agreement, and has this Agreement will not previously entered into constitute a breach or default under any commitment for other agreement under which Seller is bound and/or to which the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased NotesSubject Property is subject. (b) Seller has full power and authority to sell and transfer knows of no suit, action, arbitration, legal, administrative or other proceeding or inquiry pending or threatened against the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authoritySubject Property, or (iii) any third party portion thereof, or other personpending or threatened against Seller, which could affect the Subject Property, or any portion thereof. (c) The execution and delivery Other than this Agreement, there is no option, lease, license, permit, right of this Agreement by such Seller and the performance by Seller of his, her, first refusal or its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon any of the Purchased Notesother agreement, other than pursuant to this Agreementeasements of record, which affect the Subject Property or any portion thereof which will not be removed at closing. (d) Upon delivery To the best of and payment for the Purchased Notes as herein contemplatedSeller’s knowledge, Seller will convey to Purchaser goodthere is no condition at, valid and marketable title on, under or related to the Purchased Notes free Subject Property presently or potentially posing a significant hazard to human health or the environment, whether or not in compliance with law, and clear of all liensthere has been no production, encumbrancesuse, equitiestreatment, optionsstorage, claimstransportation, charges and restrictions, or disposal of any nature whatsoever, other than restrictions Hazardous Substance as defined and/or regulated under applicable securities lawsfederal, State and local laws and regulations related to human health and safety or the environment, on the Subject Property nor any release of any Hazardous Substance, pollutant or contaminant into, upon or over the Subject Property. (e) Seller has reviewed is in compliance with Seller’s own tax advisors all applicable laws, statutes, orders, rules, regulations and requirements promulgated by governmental or other authorities relating to the federal, state and local tax consequences Subject Property. Each of the transactions contemplated above representations and warranties is material and is relied upon by Buyer. If, at any time prior to the Closing, Xxxxxx discovers any information or facts that would materially change the foregoing warranties and representations, Seller shall immediately give notice to Buyer of the same. If any of the foregoing representations and warranties cease to be true before the Closing, Buyer may elect to terminate this Agreement. Seller is not relying on any statements or representations of Purchaser or any of its agents. Seller understands that Seller , in which case Buyer shall be solely responsible for Seller’s own tax liability that may arise as entitled to a result refund of the transactions contemplated by this AgreementOption Consideration, or Buyer may purchase the Subject Property in its “as is” condition, without any adjustment in the Purchase Price.

Seller Representations. Seller hereby represents and warrants to Purchaser Buyer as followsof the date hereof and as of Closing, subject to the provisions of subparagraphs (1)‑(3) of this Paragraph 8 that: (a) Seller owns all Purchased Notes free is a limited liability company organized and clear in good standing under the laws of all liensthe State of Delaware, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions is duly qualified to conduct business in the State of any nature whatsoever, except any restrictions under applicable state and federal securities lawsNew York, and has not previously entered the power and authority to enter into any commitment for the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased Notesand perform its obligations under this Contract. (b) Seller is fully authorized to execute and deliver this Contract, to perform all of its obligations hereunder, and to consummate the transactions contemplated herein. Seller has full power obtained all consents and authority to sell approvals required in connection with such execution, delivery, performance and transfer consummation. With the Purchased Notes to Purchaser without obtaining exception of the waiverrequired No Action Letters or Plan Amendment, consentthe execution, order delivery and performance of this Contract does not require the consent or approval of (i) except as has otherwise been obtained any court, administrative or as otherwise provided for governmental authority and do not result in this Agreement, Amicus International, (ii) the creation or imposition of any state lien or federal governmental authorityequity of any kind whatsoever upon, or give to any other person any interest or right (iiiincluding any right of termination or cancellation) in or with respect to, any third material agreement to which Seller is a party or other person. (c) the business or operations of Seller or any of its properties or assets. The individual executing this Contract on behalf of Seller has the authority to bind Seller to the terms of this Contract. Neither the execution and delivery of this Agreement by such Seller and Contract nor the performance by Seller of hisSeller’s obligations hereunder conflict with or will result in a breach of Seller’s organizational documents, herapplicable law, or its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such by which Seller or the Property is bound. (c) No bankruptcy, insolvency or similar proceedings are pending against or with respect to Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon any of the Purchased Notes, other than pursuant to this Agreement. (d) Upon delivery To Seller’s knowledge as of the date of this Contract, the Rent Roll is true, correct and payment for complete in all respects and there are no Leases of any of the Purchased Notes as herein contemplatedUnits other than those set forth therein. Notwithstanding anything to the contrary in this Contract, Seller will convey to Purchaser good, valid makes no representations and marketable title assumes no responsibility with respect to the Purchased Notes free continued occupancy of the Property or any part thereof by any tenant. Notwithstanding the foregoing or anything to the contrary contained herein, it shall be a condition precedent to Buyer’s obligation to close on the purchase of the Units on the Closing Date that (i) the tenant of Retail Unit B and/or the Garage Unit (and clear Retail Unit A solely if the Starbucks Lease is executed prior to Closing) have not (A) terminated either of all lienstheir respective Leases; (B) vacated either of their respective Units; (C) delivered notice to Seller of such tenant’s intention to terminate either of their respective Leases and/or vacate either of their respective Units; (D) assigned or sublet, encumbrancesor requested Seller’s permission to assign or sublet, equitieseither of their respective premises, options, claims, charges unless done pursuant to and restrictions, in accordance with the terms of any nature whatsoever, other than restrictions their applicable Leases; (E) filed for bankruptcy; or (F) delivered notice to Seller of such tenants intention to file for bankruptcy in the next sixty (60) days and (ii) that the Rent Commencement Date shall have occurred under applicable securities laws.the Lease for Retail Unit B. (e) Seller has reviewed with delivered to Buyer true, correct and complete copies of the Leases listed on the Rent Roll and all amendments, modifications, supplements, guaranties, letters of credit, consents and other ancillary documents. All of the Leases are in full force and effect. (f) Except as is otherwise specifically addressed herein regarding the Starbucks Lease, Seller has completed all of its material obligations and all of “Landlord’s Work” under the Leases including any punch list items, and has delivered to the tenants all sign offs and other documentation required by the applicable Lease, and all tenant improvement allowances, contributions, lease buyout costs and other tenant inducements and concessions under the Leases have been paid or will be paid prior to Closing. (g) With the exception of the Starbucks Lease, which is separately discussed, there are no rental arrearages owed under the Leases except as shown on the Rent Roll. (h) With the exception of the Starbucks Lease, which is separately discussed, there is no free rent, rent abatements or other financial concessions owed to tenants under the Leases except as shown on the Rent Roll. (i) With the exception of the Starbucks Lease, which is separately discussed, there are no security deposits under the Leases except as shown on the Rent Roll. (j) To Seller’s own tax advisors knowledge, there are no uncured tenant or Seller defaults and Seller agrees to inform Buyer of any tenant or Seller defaults between the federaldate of this Contract and the Closing. Seller has not received any written notice from any tenant claiming that Seller, state as landlord, is in default, which default remains uncured, nor does Seller have any knowledge that it is in default. (k) The rents set forth on the Rent Roll are the actual rents billed or to be billed by Seller to the tenants, and local tax consequences the actual amounts paid or payable by the tenants. (l) Except as set forth in the Leases, no other or additional renewal or extension options have been granted to the tenants. (m) None of the transactions contemplated by this Agreementtenants has made any request for any assignment, transfer, or subletting in connection with all or a portion of the Units which is presently pending or under consideration. (n) With the exception of the Starbucks Lease, no brokerage commission or leasing commission or compensation of any kind will be earned or due in connection with the Leases at Closing that is or could be Buyer’s obligation or result in a lien or claim against the Property. Seller is not relying on any statements or representations of Purchaser or any of its agents. Seller understands that Seller shall be solely responsible for the payment of any brokerage or leasing commission due in connection with the Starbucks Lease, and such obligation shall survive the Closing hereunder. This obligation shall survive the Closing. (o) There are no service contracts, management agreements, union contracts, leasing or brokerage agreements or other agreements affecting the Property or the operation thereof that shall be in effect at Closing. Without the prior written consent of Buyer, Seller shall not enter into any new such contracts or agreements or amend, modify or extend any existing contracts and agreements that will be in effect as of Closing. (p) There are no employees working at or in connection with the Property for whom Buyer will have any responsibility or liability after the Closing. (q) Other than as listed on Exhibit E, there are no labor disputes, litigation or proceedings pending or, to the knowledge of Seller, threatened against or related to Seller or the Property, or the operation thereof. (r) There are no contracts or other obligations outstanding for the sale, exchange or transfer of the Property or any portion thereof. (s) No person, firm, or entity, and none of the tenants, has any rights in, or rights to purchase or acquire all, or any part of the Property, including, without limitation, a right of first refusal, right of first offer or option to purchase with respect thereto other than Buyer hereunder and the Orion Condominium’s right of first offer with respect to the Storage/Trash Unit (the “ROFO”). Seller shall send notice to the condominium board governing the Orion (“Condo Board”) that Seller intends to sell the Storage/Trash Unit, and the Condo Board is required to exercise its rights under the ROFO within thirty (30) days of receipt of such notice. If the Condo Board exercises the ROFO, (i) the Purchase Price hereunder shall be reduced by $950,000.00, (ii) the description of the “Property” shall be modified to exclude the Storage/Trash Unit and the undivided interest in the Common Elements of the Orion as allocated to the Trash/Storage Unit, and (iii) Buyer’s and Seller’s own tax liability that may arise obligations hereunder shall otherwise be modified accordingly to remove Seller’s obligation to convey the Storage/Trash Unit to Buyer and Buyer’s obligation to acquire Storage/Trash Unit from Seller. (t) Seller is not a, and is not acting directly or indirectly for or on behalf of any, person, group, entity or nation named by any Executive Order of the United States Treasury Department as a result terrorist, “Specifically Designated National and Blocked Persons,” or other banned or blocked person, entity, nation or transaction pursuant to any law, order, rule or regulation that is enforced or administered by the Office of Foreign Assets Control, and Seller is not engaged in this transaction, directly or indirectly on behalf of, or instigating or facilitating this transaction, directly or indirectly, on behalf of any such person, group, entity or nation. (u) All bills and claims for labor performed and materials furnished at the Units have been, or shall be, paid in full by Seller on or before the Closing Date. If required, Seller shall execute and deliver an affidavit to such effect (in form and substance reasonably satisfactory to Buyer and the Title Company) at Closing. (v) Seller has not received notice from any of the tenants, from the holder of any mortgage, or from the Orion, requesting the performance of any repairs, alterations or other work, or for the correction of any defaults under any agreements, ordinances, rules or otherwise with respect to the Units, which shall remain uncured on the Closing Date. (w) Seller has not received any written notice (i) from any applicable governmental authority of any “hazardous materials” or “hazardous wastes”, as defined, without limitation, under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (“CERCLA”), the Resource Conservation and Recovery Act of 1976 (“RCRA”), or any local law, rule, regulation, or code relating to health or the environmental or another applicable Federal, State or local environmental laws (“Environmental Laws”) at, on, around or under the Property or the Units, or migrating from the Property or the Units, in violation of any Environmental Laws; or (ii) of any pending actions, suits, claims and/or proceedings claiming that Seller, any of the tenants or the Units is in violation of any Environmental Laws. (x) There are no assessments presently outstanding against the Units, and Seller has not received any written notice from the Orion (or from its authorized representatives) that any Unit is under consideration for or subject to any special assessment or other charge under, the Declaration, By-laws and/or rules or regulations of the Orion. (y) Seller has received no notice that the eligibility of the Units for 421A abatement is subject to challenge or revocation. (z) Seller is not a “foreign person” as defined in the Code Withholding Section. With respect to the representations, covenants and warranties of Seller set forth in this Contract: (1) A representation of Seller shall be deemed untrue or incomplete only if (i) Buyer did not have actual knowledge that such representation is untrue prior to the date hereof, (ii) such representation is factually untrue or incomplete, (iii) Buyer shall, or is reasonably expected to, suffer financial injury in excess of $50,000 (“Floor”) in the aggregate with respect to all such representations hereunder, and (iv) Seller does not credit Buyer an amount equal to the damages in the event the Floor is exceeded. (2) In the event Buyer discovers a breach of a Seller’s representation at or prior to Closing in excess of the Floor (as opposed to a change in circumstances occurring after the date hereof, which shall not be deemed to be a breach by Seller), Buyer’s sole right and remedy arising by reason of any such untrue or incomplete representation shall be to terminate this Contract and receive a refund of the Xxxxxxx Money and all interest earned thereon, together with Buyer’s reasonable out-of-pocket expenses relating to this Contract, including its due diligence expenses and any expenses incurred in arranging financing to purchase the Units, whereupon neither party shall have any further rights or obligations under this Contract, in no event to exceed $75,000. (3) Except as otherwise provided herein, all of Seller’s representations hereunder shall be deemed merged in the Closing hereunder and documents delivered in connection herewith shall not survive the conveyance of the Property to Buyer. The acceptance by Buyer of the Deed(s) (hereinafter defined) shall constitute conclusive proof that Seller has performed all of its obligations under this Contract and shall have no further or continuing obligations or liabilities to Buyer arising under or by virtue of this Contract or out of the transactions contemplated by the parties hereto, except as may be expressly set forth in this AgreementContract. Notwithstanding the foregoing, Seller’s representations shall be repeated at Closing, shall be true and accurate in all material respects as of the Closing Date, and shall survive Closing for a period of nine (9) months, except that Buyer shall have no right or claim in respect of any such representation after the Closing to the extent such claims exceed $1,250,000 (“Cap”).

Seller Representations. The Seller represents and warrants to Purchaser the Buyer as follows: (ai) The Seller owns all Purchased Notes free is a corporation duly organized, validly existing and clear in good standing under the laws of all liensthe State of Delaware, pledges(ii) the execution, encumbrancesdelivery and performance by the Seller of this Agreement and the other documents and instruments executed and delivered by the Seller in connection with this Agreement have been duly authorized by its board of directors, security agreements, equities, options, claims, charges and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for (iii) the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased Notes. (b) Seller has full all necessary corporate power and authority to sell and transfer the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or other person. (c) The execution and delivery of this Agreement by such Seller and the performance by Seller of his, her, or its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon any of the Purchased Notes, other than pursuant to this Agreement. (d) Upon delivery of and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws. (e) Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences of consummate the transactions contemplated by this Agreement. , (iv) this Agreement and the other documents and instruments executed and delivered by the Seller is not relying on in connection with this Agreement have been duly executed and delivered by the Seller, (v) this Agreement and all other documents and instruments executed and delivered by the Seller in connection with this Agreement constitute the valid and binding obligations of the Seller, legally enforceable against the Seller in accordance with their respective terms and (vi) the Seller has no liability or obligation to pay any statements fees or representations of Purchaser commissions to any broker, finder or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result of agent with respect to the transactions contemplated by this Agreement for which the Buyer could become liable or obligated. (b) Neither the execution and the delivery of this Agreement or of any other document or instrument contemplated hereby to which the Seller is a party, nor the consummation of the transactions contemplated hereby or thereby, will (x) violate (c) Except for the security interest held by LaSalle and except for any exceptions disclosed in the Target Disclosure Schedule (as defined in the Merger Agreement), to the knowledge of the Seller, SRS owns good and marketable title, free and clear of all Liens (as hereinafter defined), to the SRS Assets. "Liens" shall mean any mortgage, pledge, security interest, conditional sale or other title retention agreement, encumbrance, easement, option, other lien, debt or claim of any kind.

Seller Representations. Seller represents and warrants to Purchaser as followsBuyer that: (a) Seller owns all Purchased Notes free and clear of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased Notes. (b) Seller has full power and authority to sell and transfer the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or other person. (c) The execution and delivery of this Agreement and the other documents to be executed and delivered by such Seller in connection with this Agreement (the “Transaction Documents”) and the performance of the transactions contemplated hereby and thereby have been duly authorized by (i) all appropriate Seller of hiscorporate action, her, or its obligations and (ii) is permitted pursuant to the terms of that certain Agreement and Plan of Merger dated as of October 3, 2012 between Seller and ANIP Acquisition Company d/b/a ANI Pharmaceuticals, Inc. (b) This Agreement and the other Transaction Documents are legal and valid obligations binding upon Seller and enforceable in accordance with their terms, and the execution, delivery and performance of this Agreement will and the other Transaction Documents by the Parties do not result in conflict with any material violation ofagreement, instrument or materially conflict with, or constitute a material default under, any agreement understanding to which Seller is a party or such Seller’s charter documentsby which it is bound. (c) Seller has the full right and legal authority to enter into this Agreement and the other Transaction Documents and to consummate the transaction contemplated therein without violating the rights of any Third Party and no consent, norapproval, license, permit, order or authorization of, or registration, declaration, notice or filing with, the FDA or any other Governmental Entity is required in connection with the execution, delivery and performance by Seller of this Agreement or the other Transaction Documents to such which it is a party or the consummation by Seller of the transactions contemplated hereby and thereby. (d) Schedule A sets forth a true, correct and complete list of all Purchased Assets, including all patents, patent applications and other Patent Rights, and all other intellectual property, contracts, Technology, Regulatory Approvals, Regulatory Documentation, related to or comprising the GVAX vaccines. (e) The Purchased Assets constitute all of the assets, tangible and intangible, of any nature whatsoever of Seller related to or comprising GVAX vaccines and any assets necessary or reasonably useful to make, have made, use, have used, sell, offer for sale, have sold, import, have imported, develop, have developed, commercialize, and have commercialized GVAX Products, and Seller has good and marketable title to all the Purchased Assets free and clear of all Encumbrances. (f) Seller is the sole and exclusive owner, or is the exclusive licensee (unless specifically designated as non-exclusive on Schedule A) pursuant to the Transferred Contracts, of the Purchased Assets. (g) To the best of Seller’s knowledge, Purchased Patent Rights have been properly filed and prosecuted and Seller is not aware of any Third Party patent, patent application or other intellectual property rights that would be infringed (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in, or which constitutes, Purchased Technology, or (ii) by making, using, offering for sale, selling or importing GVAX Products. To the best of Seller’s knowledge, Seller is not aware of any infringement or misappropriation by a Third Party of the Purchased Technology. (h) Except as specifically set forth on Schedule C attached hereto, each Transferred Contract is assignable by Seller to Buyer without the consent of any other Person. True and complete copies of all Transferred Contracts (including all amendments, modifications, supplements and waivers thereof) have been delivered to Buyer by Seller. Each Transferred Contract is currently valid and in full force and effect, and is enforceable by Seller in accordance with its terms. Seller is not in material default, and no party has notified Seller that it is in material default, under any Transferred Contract, and no event has occurred, and no circumstance or conditions exists that might, with or without notice or lapse of time, result in any default, breach or acceleration of performance, cancellation, termination or modification to any Transferred Contract. Except as set forth in the creation Transferred Contracts, there are no Liabilities of any material mortgage, pledge, lien, encumbrance or charge upon Seller in connection with any of the Transferred Contracts. (i) All patents and technology and all rights therein that are licensed to Hussman under the Hussman Agreement are included as part the Purchased NotesAssets, including without limitation, MIT Patents, JHU Patents, BioSante Patents and BioSante Technology (each as defined in the Hussman Agreement) and have been delivered to Hussman in connection with the Hussman Agreement. As of the Closing Date, all obligations of BioSante under the Hussman Agreement have been duly fulfilled. Buyer has no obligation to Hussman to deliver to Hussman any additional intellectual property and the consummation of the transactions contemplated hereunder shall not give rise to an obligation for Seller to deliver any further intellectual property to Hussman. (j) All rights and obligations of Cell Genesys under the JHU License Agreements have been duly and validly assigned to Seller. Neither JHU nor Seller is in default of any of its obligations under the JHU License Agreements, nor has either party to the JHU License Agreements asserted that the other party is in default of its obligations under the JHU License Agreements. The JHU License Agreements are valid and binding agreements, enforceable by Seller against JHU in accordance with its terms, and Seller has not consented to any amendment or waiver to such agreements. (k) As of the Effective Date, the Seller has not entered into any licenses, sub-licenses or assignments with respect to any GVAX vaccines or other bacterial vaccines or related intellectual property rights licensed by Seller under the JHU License Agreements, other than pursuant to this Agreementthe Hussman Agreement and the Exclusive License Agreement by and between Seller as “Licensor” and Aduro BioTech, Inc., a Delaware corporation as “Licensee” dated March 24, 2011. (dl) Upon delivery of Seller is, and payment for at all times during the Purchased Notes as herein contemplatedthree (3) years prior to the date hereof, Seller will convey to Purchaser goodhas been, valid and marketable title in compliance in all material respects with all Applicable Law with respect to the Purchased Notes free Assets, and clear no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) (A) may constitute or result in a material violation by Seller of, or a failure of Seller to comply with in any material respect, any Applicable Law with respect to the Purchased Assets, or (B) may give rise to any obligation of Seller to undertake, or to bear all liensor any portion of the cost of, encumbrancesany recall, equitieswithdrawal, options, claims, charges and restrictions, of any nature whatsoever, retrieval or other than restrictions under applicable securities lawsremedial action with respect to the Purchased Assets. (em) There is no pending or, to Seller’s knowledge, no threatened litigation relating to the Purchased Assets. (n) Seller has reviewed not received, at any time during the three (3) years prior to the date hereof, any written, or to the knowledge of Seller, oral notice or other communication with respect to the Purchased Assets from any Governmental Entity or any other Person regarding any actual, alleged, possible or potential material violation of, or failure to comply in any material respect with, any Applicable Law, and to the knowledge of Seller, no investigation or review (other than routine inspections by the FDA and other Governmental Entities concerned with the safety, efficacy, reliability, manufacture, investigation, sale and marketing of pharmaceuticals) by any Governmental Entity is or at any time during the three (3) years prior to the date hereof has been, pending or threatened with respect to the Purchased Assets. (o) Schedule A contains a complete and accurate list of all Regulatory Approvals held by Seller with respect to the Purchased Assets. Each Regulatory Approval is in the name of Seller and in full force and effect. Seller further represents and warrants that Seller is, and at all times during the three (3) years prior to the date hereof has been, in compliance in all material respects with all of the terms and requirements of each Regulatory Approval. To the knowledge of Seller, no event has occurred or circumstance exists that would reasonably be expected to (with or without notice or lapse of time, or both) constitute or result directly or indirectly in a material violation of or a failure to comply in any material respect with any term or requirement of any Regulatory Approval or result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any material modification to, any Regulatory Approval. In the three (3) years prior to the date hereof, Seller has not received any written, or to the knowledge of Seller, any oral notice or other communication from any Governmental Entity or any other Person regarding any actual, alleged, possible or potential material violation of or failure to comply in any material respect with any term or requirement of any Regulatory Approval, or revocation, withdrawal, suspension, cancellation, termination of or material modification to any Regulatory Approval. Seller has provided Buyer with the complete and accurate copy of each Regulatory Approval, and all correspondence with the FDA relating thereto, used to obtain any Regulatory Approval. Seller has not disclosed any of the dossiers relating to the regulatory marketing authorizations, licenses, permits and registrations which are included in the Regulatory Approvals to any Third Party except the appropriate Governmental Entities responsible for regulation of dealings in medicinal products or except as required to comply in any material respect with all Applicable Laws. (p) In the past three (3) years, no Governmental Entity has stated or declared to Seller, nor to Seller’s own tax advisors knowledge to any other Person, that GVAX or any GVAX-related product is defective, unsafe for its intended use or fails to meet in any material respect applicable standards promulgated by such Governmental Entity. (q) To the federalknowledge of Seller, state all preclinical studies and local tax consequences clinical trials among the Purchased Assets have been conducted in compliance with Applicable Laws in all material respects, and to the knowledge of Seller there are no facts, circumstances or conditions that would reasonably be expected to result in any material adverse effect upon the transactions contemplated use, integrity or validity of any pre-clinical or clinical trial or of any related results or conclusions of any clinical trial conducted, supported or permitted by this Agreementor on behalf of Seller. Seller is not relying subject to an FDA consent decree or any similar order of a Foreign Regulatory Authority or Governmental Entity. (r) To the knowledge of Seller, no Person working on any statements research, study or representations trial conducted, supported or permitted by or on behalf of Purchaser Seller has been or is currently, to the knowledge of Seller, debarred or disqualified by the FDA or any other Governmental Entity from participating in such research, studies or trials, or any healthcare program. (s) Neither Seller, nor any officer, employee, or, to the knowledge of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as , agent of Seller, has made any false statement or failed to disclose a result material fact in, the applications, approvals, reports or other submissions to the FDA or other Governmental Entity or in or from any other records and documentation prepared or maintained to comply with the requirements of the transactions contemplated FDA or other Governmental Entity, or committed an act, made a statement or failed to make a statement, that (in any such case) establishes a reasonable basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities,” set forth in 56 Fed. Reg. 46191 (September 10, 1991). Neither Seller, nor any officer, employee or, and to the knowledge of Seller, agent of Seller or principal investigator or sub-investigator of any clinical investigation sponsored by this Agreement.Seller has, on account of actions taken for or on behalf of Seller, been convicted of any crime under 21 U.S.C. Section 335a(a) or any similar state or non-U.S. Applicable Law or under 21 U.S.C. Section 335a(b) or any similar state or non-U.S.

Seller Representations. The Seller represents to the Buyer as follows and warrants will be deemed to Purchaser as follows:have so represented again at the Closing (the “Seller Representations”): (a1) Seller owns all Purchased Notes free and clear of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for to the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased Notes. (b) Seller has full power and authority to sell and transfer the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of knowledge (i) except as there is no judicial, administrative or arbitration action, suit, claim, order, investigation or proceeding or any related investigation or negotiation (whether pending, in effect or threatened, a “Proceeding”) against or relating to the Property, and (ii) the Seller is in compliance with all laws, statutes, codes, ordinances, orders, permits, licenses, rules, regulations or judgments (“Laws”) pertaining to the Property; (2) the Seller is a limited liability company validly existing under Montana law and has otherwise been obtained (i) the authority to sign this Agreement and consummate the Transaction and doing so will not breach any contract to which it is a party or as otherwise provided for in this Agreementany document or instrument to which it is bound, Amicus Internationaland (ii) not engaged a broker or agent relating to the Transaction that might claim a fee or commission; (3) (i) there are no Encumbrances that will survive Closing, (ii) there are no unrecorded liens, financing statements, encumbrances or agreements affecting the Property, and the Seller has committed no acts which would cause the creation thereof, (iii) there has been no work done on or services performed, and no materials have been furnished to, the Property for which a lien could be filed, and at the Closing it shall provide the Buyer with an affidavit and agreement affirming that, and (iv) there are no taxes or assessments affecting the Property not shown as existing liens by the records of any state taxing authority that levies taxes or federal assessments on real estate, and it is not aware of any Proceedings contemplated or commenced by any governmental authorityor taxing authority that could cause any taxes or assessments affecting the Property; and (4) the Seller has legal and unrestricted access to the Property and, to the best of Seller’s actual knowledge, except for any of the following items (i) through (v) that are identified in the Commitment other than as Standard Exceptions, there are no (i) easements, rights-of-way, or claims thereof over or across the Property not recorded in the office of the Clerk and Recorder of the County where the Property is situated, (ii) encroachments upon the Property, nor do any improvements on the Property encroach, (iii) boundary line, fence, use or easement disputes concerning the Property, (iv) service, installation or connection charges owing for any utilities affecting the Property, or (iiiv) any third party petroleum products, asbestos or other personhazardous materials within or potentially affecting the Property. (c) The execution and delivery of this Agreement by such Seller and the performance by Seller of his, her, or its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon any of the Purchased Notes, other than pursuant to this Agreement. (d) Upon delivery of and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws. (e) Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences of the transactions contemplated by this Agreement. Seller is not relying on any statements or representations of Purchaser or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result of the transactions contemplated by this Agreement.

Seller Representations. Seller hereby represents and warrants to Purchaser Buyer, as followsof the date hereof and, subject to the provisions of subparagraphs (i) – (v) of this paragraph 8, as of Closing, that: (a) Seller owns is and will be as of the date of Closing duly organized, validly existing and in good standing under the laws of the State of New York and has all Purchased Notes free the requisite power and clear authority to enter into and carry out the transactions contemplated by this Contract according to its terms. This Contract has been duly authorized, executed and delivered and constitutes a legal and binding obligation of all liensSeller, pledgesenforceable in accordance with its terms. Seller is not prohibited from entering into or consummating the transactions contemplated in this Contract, encumbrancesby any law, security agreementsregulation, equitiesagreement, optionsinstrument, claimsrestriction, charges and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities lawsorder or judgment, and has not previously entered into any commitment for the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to entering into and consummation of the Purchased Notestransactions contemplated in this Contract shall not violate any of the same. (b) Seller has full power and authority to sell and transfer the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party There are no contracts or other personobligations outstanding for the sale, exchange or transfer of the Property or any portion thereof. (c) The execution and delivery of this Agreement by such Seller and Other than the performance by Seller of hisLease, herthe Property is not subject to any license, occupancy or its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon any of the Purchased Notes, other than pursuant to this Agreementleasing agreements. (d) Upon delivery of There are no service contracts, management agreements, or other agreements affecting the Property or the operation thereof other than the Service Contracts and payment Exhibit B contains a true and correct list thereof. No consents are required under the Service Contracts in order for the Purchased Notes as herein contemplated, Seller will convey Service Contracts to Purchaser good, valid and marketable title be validly assigned to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities lawsBuyer at Closing. (e) Other than as set forth on Exhibit C, no brokerage commission or leasing commission or compensation of any kind is due or will be due in connection with the Lease that will be Buyer’s obligation or with respect to any renewals or options therein contained or on account of any tenancy, occupancy or agreement in effect on the Closing Date that could be Buyer’s obligations. At Closing, Buyer shall assume the obligations of the landlord to pay future brokerage commissions due under the Lease pursuant to the terms of the brokerage agreement attached hereto as Exhibit C (the “Brokerage Agreement”). (f) There are no labor disputes, litigation (except with respect to claims involving personal injury or property damage which are covered by insurance, which claims are listed on Exhibit D), condemnation, arbitration or other proceedings pending or, to Seller’s Knowledge (defined below), threatened against or related to Seller, the Property or the operation thereof or that would threaten the validity or enforceability of this Contract. (g) Seller is a “non-foreign person” within the meaning of Section 1445 of the United States Internal Revenue Code of 1986, as amended, and the regulations issued thereunder (the “Code”), and Seller shall deliver to Buyer on the Closing Date the FIRPTA Affidavit (defined below). (h) With respect to the Lease: (i) The Lease is in full force and effect and has not been modified, amended or extended; the term of the Lease has commenced; Tenant is in actual possession of the entire Property and Tenant is currently paying rent in accordance with the terms of the Lease; (ii) Seller has reviewed with not sent written notice to Tenant that it is in default, which default remains uncured and to Seller’s own tax advisors Knowledge, there are no material defaults by Tenant under the federalLease or events that, state given notice or the passage of time or both, would be a material default under the Lease; (iii) There are no security deposits other than the Security Deposit in the current amount of $3,000,000, which is in the form of a letter of credit held by Seller’s lender; the letter of credit is good and local tax consequences valid, and Seller has not drawn on the Security Deposit; (iv) A correct, true and complete copy of the transactions contemplated Lease has been delivered to Buyer or its counsel; (v) Except as set forth in the Lease, no rent concessions have been given to Tenant and no rent has been paid in advance by this AgreementTenant with respect to any period subsequent to the scheduled Closing Date; (vi) Tenant has not asserted in writing any claims, defenses or offsets to rent accruing from and after the Closing Date, nor do such claims, defenses, or offsets exist, to Seller’s Knowledge; (vii) The Landlord Contribution (as defined in the Lease) has been fully advanced by Seller and there are no accrued financial obligations of Seller to Tenant under the Lease that are unfulfilled and Tenant has made no demand of Seller to do work under the Lease that has not been fully completed (other than work to be performed by Seller in connection with obtaining a PCO, and such other matters as are set forth in the Estoppel Certificate as hereinafter defined); and (viii) Tenant has not contested any tax, operating cost or other escalation payments or occupancy charges, or any other amounts payable by Tenant under the Lease. (i) Seller employs one particular employee at the Property, and compensation and other information regarding such employee is set forth on Exhibit E attached hereto. There are no other employees of Seller employed with respect to the Property. Neither Seller nor the Property is bound by or otherwise the subject of any employment agreements relating to the Property. Seller (i) does not maintain, have any obligation to contribute to or have any liability or responsibility with respect to any employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended, or any other pension, retirement, welfare or other compensatory plan, program or arrangement, regarding any employees employed with respect to the Property, and (ii) never (A) has maintained such an employee benefit plan or such another plan, program or arrangement or (B) has had any such obligation or liability. Seller is, and has at all times been, in compliance, in all material respects, with all applicable laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices, as defined in the National Labor Relations Act or other applicable laws. Seller is not relying a party to, and there does not otherwise exist, any agreement with any labor organization, collective bargaining or similar agreement regarding employees of Seller with respect to the Property. To the knowledge of Seller, there are no attempts presently being made to organize any employees employed by Seller with respect to the Property. There are no (i) strikes, work stoppages, work slowdowns or lockouts pending or, to the knowledge of Seller, threatened against or involving Seller with respect to the Property, or (ii) unfair labor practice charges, grievances or complaints, or arbitrations, employment-related litigation, administrative proceedings or other controversies, pending or, to the knowledge of Seller, threatened by or on behalf of any statements employee, applicant for employment, or representations former employee (or any group thereof) of Purchaser Seller with respect to the Property. During the past three years, Seller has not suffered or sustained any labor dispute resulting in any work stoppage and no such work stoppage is threatened. All individuals treated by Seller as independent contractors with respect to the Property have been properly classified as such for all purposes, and all employees treated as exempt under applicable wage and hour laws have been properly classified as such. (j) Seller has provided evidence of Seller’s current insurance for the Property to Buyer for Buyer’s review. (k) Seller has not made an assignment for the benefit of creditors, nor has Seller filed, or had filed against it, any petition in bankruptcy. (l) Seller has not received any notice from any federal, state, county, municipal or other governmental department, agency or authority concerning any hazardous substance release, leaching, discharge or seepage at the Property, and except as may otherwise have been disclosed to Buyer in Final Status Survey Report prepared by CoPhysics Corporation and DAQ, Inc. dated February, 2008, to Seller’s Knowledge, no such hazardous substance release, leaching, discharge or seepage at the Property has occurred. (m) Seller has received no notice from its insurance carrier that any conditions at the Property will result in a termination of coverage. (n) Seller is not a, and is not acting directly or indirectly for or on behalf of any, person, group, entity or nation named by any Executive Order of the United States Treasury Department as a terrorist, “Specifically Designated National and Blocked Persons,” or other banned or blocked person, entity, nation or transaction pursuant to any law, order, rule or regulation that is enforced or administered by the Office of Foreign Assets Control, and Seller is not engaged in this transaction, directly or indirectly on behalf of, or instigating or facilitating this transaction, directly or indirectly, on behalf of any such person, group, entity or nation. Neither Seller nor, to Seller’s actual knowledge, any of its affiliates, are in violation of any laws relating to terrorism, money laundering or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 and Executive Order No. 13224 (Blocking Property and Prohibiting Transactions with persons Who Commit, Threaten to Commit, or Support Terrorism) (the “Executive Order”) (collectively, the “Anti-Money Laundering and Anti-Terrorism Laws”). Neither Seller nor, to Seller’s actual knowledge, any of its affiliates or, without inquiry, any of its brokers or other agents, in any capacity in connection with the sale of the Property (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists set forth in the preceding paragraph; (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order; or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and Anti-Terrorism Laws. With respect to the representations of Seller understands made in this Contract: (i) For purposes of this paragraph, the phrase “to Seller’s Knowledge” shall mean the actual, present knowledge of Xxx Xxxxx and Xxxxx Xxxxxxxxxx, whose customary responsibilities put them in a position to have such knowledge (each, a “Seller Knowledge Individual”) as of the date such representations are made without any investigation or inquiry. The Seller Knowledge Individuals are the representatives of Seller most likely to have knowledge of the matters set forth in this Contract. Without limiting the foregoing, Buyer acknowledges that the Seller Knowledge Individual has not performed and is not obligated to perform any investigation or review of any files or other information in the possession of Seller, or to make any inquiry of any persons, or to take any other actions in connection with the representations and warranties of Seller set forth in this Contract and no assurance can be given that the Seller Knowledge Individual’s knowledge is complete or accurate in any respect. Neither the actual, present knowledge of any other individual or entity, nor the constructive knowledge of the Seller Knowledge Individual or of any other individual or entity, shall be imputed to the Seller Knowledge Individual. Buyer acknowledges that the individual named above is named solely responsible for the purpose of defining and narrowing the scope of Seller’s own tax Knowledge and not for the purpose of imposing any liability on or creating any duties running from such individuals to Buyer, and that may arise as a result no such liability or duties exist. Buyer covenants that it will bring no action of the transactions contemplated by this Agreementany kind against such individuals related to or arising out of these representations and warranties.

Seller Representations. Seller represents hereby makes the following representations and warrants warranties to Purchaser as follows: (a) Seller owns all Purchased Notes free of the Effective Date, which representations and clear warranties shall be deemed to have been made again as of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased Notes. (b) Seller has full power and authority to sell and transfer the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or other person. (c) Closing. The execution and delivery of this Agreement Contract by such Seller Seller, and the performance of this Contract by Seller, have been duly authorized by Seller, and this Contract is binding on Seller and enforceable against Seller in accordance with its terms. No consent of any creditor, investor, judicial or administrative body, or other party to such execution, delivery and performance by Seller is required except as set forth herein. Seller is not a “foreign person,” “foreign trust” or “foreign corporation” (as those terms are defined in the Internal Revenue Code of his1986, heras amended, and related Income Tax Regulations). Neither the execution of this Contract nor the consummation of the transactions contemplated hereby will (i) result in a breach of, default under, or its obligations pursuant to this Agreement will not result in any material violation acceleration of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or by which Seller or the Property is bound; or (ii) violate any restriction, court order, permit, agreement or other legal obligation to which Seller or the Property is subject. Further Seller hereby warrants to Purchaser that Seller is not actually aware of any litigation or proceeding (including a condemnation proceeding) with any person or entity with respect to the Property and Seller has received no written notice threatening any such Seller’s charter documentslitigation or proceeding (including a condemnation proceeding); Seller has received no written notices from any city, norvillage or other governmental authority of zoning, building, fire or health code violations in respect to the Property or any violations of any license, permits or approvals obtained by Seller that have not been remedied. Seller has received no notice of any defaults, and, to such Seller’s knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon there exists no uncured default under any of the Purchased NotesLeases or Service Agreements. To Seller’s knowledge, other than pursuant to this Agreement. (d) Upon delivery of and payment there are no agreements with brokers providing for the Purchased Notes as herein contemplated, payment by Seller will convey to Purchaser good, valid and marketable title or Seller’s successor-in-interest of leasing commissions or fees for procuring tenants with respect to the Purchased Notes free and clear of all liensProperty, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws. (e) Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences of the transactions contemplated by this Agreement. Seller is not relying on any statements or representations of Purchaser or any of its agents. Seller understands that Seller except as shall be solely responsible for Seller’s own tax liability that may arise as a result of the transactions contemplated terminated or satisfied by this AgreementSeller prior to Closing without any continuing obligation to pay any amount to any other party. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE DOCUMENTS DELIVERED BY SELLER AT CLOSING, AND FOR THE SPECIAL WARRANTIES OF TITLE CONTAINED IN THE DEED TO BE DELIVERED BY SELLER AT THE CLOSING, SELLER HEREBY SPECIFICALLY DISCLAIMS AND PURCHASER EXPRESSLY RELEASES SELLER FROM ANY LIABILITY FOR ANY WARRANTY, GUARANTY, OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING (I) THE NATURE AND CONDITION OF THE PROPERTY, INCLUDING BUT NOT BY WAY OF LIMITATION, THE WATER, SOIL, SUBSURFACE, AND GEOLOGY, AND THE SUITABILITY THEREOF AND OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY ELECT TO CONDUCT THEREON; (II) THE MANNER, CONSTRUCTION, CONDITION, AND STATE OF REPAIR OR LACK OF REPAIR OF ANY IMPROVEMENTS LOCATED THEREON; (III) THE NATURE AND EXTENT OF ANY ROADWAY ACCESS, RIGHT-OF-WAY, , POSSESSION, LIEN, ENCUMBRANCE, LICENSE, RESERVATION, CONDITION OR OTHERWISE THAT MAY AFFECT THE PROPERTY; AND (IV) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL OR QUASI-GOVERNMENTAL BODY (INCLUDING WITHOUT LIMITATION, ZONING, ENVIRONMENTAL AND LAND USE LAWS AND REGULATIONS). AS TO ANY SUCH MATTERS, PURCHASER HEREBY EXPRESSLY AGREES TO ENGAGE FOR ITS OWN ACCOUNT COMPETENT CONSULTING EXPERTS AND TO RELY EXCLUSIVELY ON THE ACTIVITIES AND RESULTS OF SUCH CONSULTATIONS. THE SALE OF THE PROPERTY, AS PROVIDED HEREIN, IS MADE ON AN “AS-IS, WHERE IS, WITH ALL FAULTS” BASIS, AND PURCHASER EXPRESSLY ACKNOWLEDGES THAT, IN CONSIDERATION OF THE AGREEMENTS OF SELLER HEREIN, EXCEPT AS SPECIFICALLY STATED IN THIS CONTRACT, THE DOCUMENTS DELIVERED BY SELLER AT CLOSING AND EXCEPT FOR THE WARRANTIES CONTAINED IN THE DEED TO BE DELIVERED BY SELLER AT THE CLOSING, SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY AND PURCHASER EXPRESSLY RELEASES SELLER FROM ANY LIABILITY THEREFOR. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING OF THE TRANSACTION CONTEMPLATED HEREBY AND IF REQUESTED BY SELLER, PURCHASER AGREES TO EXECUTE AN ADDITIONAL DISCLAIMER IN THE SAME FORM OF THIS SECTION AT CLOSING.

Seller Representations. Seller Each Seller, severally as to himself or herself but not jointly, represents and warrants to Purchaser as followsthe Buyer that: (a) if the Seller owns all Purchased Notes free is a corporation, (i) the Seller is duly organized, validly existing and clear in good standing under the laws of all liensthe state of its incorporation, pledges, encumbrances, security agreements, equities, options, claims, charges (ii) the Seller has full corporate power and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities lawsauthority to enter into, and has not previously entered into any commitment for perform its obligations under, this Agreement and the sale other Transaction Documents, if any, to which it is a party, and to consummate the transactions contemplated hereby and thereby, (iii) the execution, delivery and performance of this Agreement and the other Transaction Documents, if any, to which the Seller is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all or necessary action on the part of the Seller, and (iv) this Agreement and each of the other Transaction Documents, if any, to which the Seller is a party, have been duly executed and delivered by the Seller, and assuming the due authorization, execution and delivery of this Agreement and such Purchased Notes other Transaction Documents by the other parties hereto or otherwise conveyed or encumbered thereto, this Agreement and such other Transaction Documents constitute the valid and binding obligations of the Seller’s interest , enforceable against the Seller in accordance with respect to the Purchased Notes.their respective terms; (b) if the Seller is an individual, (i) the Seller has full the requisite legal capacity to enter into this Agreement, (ii) the Seller has the power and authority to sell perform its obligations under this Agreement and transfer to consummate the Purchased Notes to Purchaser without obtaining the waivertransactions contemplated hereby, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or and (iii) any third party or other person. (c) The this Agreement has been duly executed and delivered by the Seller, and assuming the due authorization, execution and delivery of this Agreement by such the other parties hereto, this Agreement constitutes the valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms; (c) the execution and delivery of this Agreement by the Seller does not, and the performance by Seller consummation of histhe transactions contemplated hereunder will not, her(i) violate the provisions of any of the charter, bylaws or its obligations pursuant to this Agreement will not result in other corporate documents of the Seller, if applicable, (ii) violate any material violation of, or materially conflict with, or constitute a material default under, any agreement Contract to which the Seller is a party party, or such (iii) violate any Legal Requirements applicable to the Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon any of the Purchased Notes, other than pursuant to this Agreement.; (d) Upon no notice to any Governmental Authority is required by the Seller in connection with the execution and delivery of this Agreement and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title to consummation of the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws.transactions contemplated hereunder; and (e) there is no action pending or, to the Sellers’ Knowledge, threatened against the Seller has reviewed with Seller’s own tax advisors which challenges or seeks to enjoin, alter or materially delay the federal, state and local tax consequences of the transactions contemplated by this Agreement. Seller is not relying on any statements or representations of Purchaser or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result consummation of the transactions contemplated by this Agreement.

Seller Representations. The Seller represents and warrants to the Purchaser as follows:set forth in this Section 2.1. (a) The Seller owns is duly formed, validly existing and in good standing under the Laws of Delaware with all Purchased Notes free requisite power and clear of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect authority required to the Purchased Notesconduct its business as presently conducted. (b) The Seller has full all requisite corporate power and authority to sell execute and transfer deliver this Agreement and all agreements, documents and instruments to be executed and delivered by the Purchased Notes Seller to the Purchaser without obtaining pursuant hereto and thereto (collectively, the waiver“Seller Transaction Documents”) and to perform its obligations under the Seller Transaction Documents. The execution and delivery by the Seller of the Seller Transaction Documents and the performance by the Seller of its obligations thereunder have been duly authorized by all requisite corporate action of the Seller. No other action on the part of the Seller or its shareholders is necessary to authorize the execution, consent, order or approval delivery and performance by the Seller of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or other personthe Seller Transaction Documents. (c) This Agreement has been, and upon their execution the other Seller Transaction Documents will have been, duly executed and delivered by the Seller. Assuming the Purchaser Transaction Documents (as defined below) have been duly authorized, executed and delivered by the Purchaser, this Agreement constitutes, and upon their execution each of the other Seller Transaction Documents will constitute, the legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with their terms, except to the extent that the enforceability thereof may be limited by: (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies; and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Law. (d) The execution and delivery of this Agreement the Seller Transaction Documents by such the Seller and the performance by the Seller of hisits obligations thereunder do not and will not: (i) violate any provision of the Constituent Documents of the Seller; and (ii) (A) conflict with or violate any applicable Law of any Governmental Authority having jurisdiction over the Seller or any part of the properties or assets of the Seller, her(B) require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, breach or constitute a material default underunder (in each case with or without notice, the passage of time or both), any agreement Contract, permit or authorization to which the Seller is a party or such Seller’s charter documentsby which any of its properties or assets is bound, nor, to such Seller’s knowledge, (C) result in the creation or imposition of any material mortgage, pledge, lien, encumbrance or charge upon Lien on any part of the Purchased Notesproperties or assets of the Seller, other than pursuant to this Agreement. (dD) Upon delivery violate any Order binding on the Seller or any part of its properties or assets, and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of (E) otherwise require any nature whatsoever, other than restrictions under applicable securities lawsGovernmental Approvals or any Third Party Consents. (e) There is no litigation or governmental proceeding or investigation pending or, to the knowledge of the Seller, threatened, by or against the Seller has reviewed with Seller’s own tax advisors or any of its Affiliates that (i) affects the federalSecurities or (ii) seeks to enjoin, state and local tax consequences of restrain or prohibit the transactions contemplated by this Agreement. Agreement and the other Seller Transaction Documents and, to the knowledge of the Seller, no event has occurred and no circumstance exists that would be reasonably likely to be a basis for any such litigation. (f) The Seller is the beneficial owner and sole record owner of the Securities. Except for this Agreement and the GE Documents, and restrictions under applicable securities Laws, there is no (i) agreement, arrangement or understanding with any other Person regarding the sale, transfer, voting or control of the Securities or (ii) Liens affecting the Securities. The Seller has not relying granted any powers of attorney that are presently outstanding with respect to the Securities. (g) Except as set forth on Schedule 2.1(g) attached hereto, the Seller has no liability or obligation to pay any statements fees or representations of Purchaser commissions to any broker, finder or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result of agent with respect to the transactions contemplated by this Agreement.

Seller Representations. Seller represents and warrants to Purchaser as followsBuyer to the best of its knowledge that: (a) Seller owns all Purchased Notes free is a limited partnership duly organized, validly existing and clear in good standing under the laws of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions the State of any nature whatsoever, except any restrictions under applicable state and federal securities lawsNew Jersey, and has not previously entered into any commitment for is authorized to do business in the sale State of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased NotesNew Jersey. (b) As of the date of Closing, the general partner of Seller has full power will have duly authorized the execution and authority to sell and transfer the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval performance of (i) except as has otherwise been obtained or as otherwise provided for in this Purchase Agreement, Amicus International, (ii) and such execution and performance will not violate any state or federal governmental authoritymaterial term of Seller’s partnership agreement, or (iii) any third party or other person.material agreement by which Seller may be bound. A true and correct copy of the consent of Seller’s general partner authorizing Seller to enter into this Purchase Agreement and to fulfill its obligations hereunder is attached to this Purchase Agreement as Exhibit F. (c) The execution and delivery As of the date of this Purchase Agreement by such Seller and the performance by Seller of his, her, or its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon any as of the Purchased Notesdate of Closing, other than pursuant to this AgreementPurchase Agreement constitutes and will constitute the valid and binding obligation of Seller enforceable against Seller in accordance with its terms. (d) Upon delivery Seller has received no written notice of any pending or threatened litigation affecting the Property or Seller’s right or title thereto, and payment there is no pending or threatened in writing condemnation proceeding for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title to permanent or temporary taking of the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of Property or any nature whatsoever, other than restrictions under applicable securities lawsportion thereof. (e) Seller has reviewed with Seller’s own tax advisors is not a “foreign person” within the federal, state and local tax consequences meaning of Section 1445 of the transactions contemplated Internal Revenue Code of 1986, as amended. (f) Seller has received no written notice of any violation of any law, rule, order, permit, requirement, code, ordinance, statute or regulation issued by this Agreement. Seller is not relying any governmental agency, board, commission, authority or other governmental entity, of any action in any court or in any governmental or administrative body on any statements account thereof, against or representations affecting the zoning, use, development, maintenance, condition or operation of Purchaser the Property or any part thereof. (g) There are no tax reduction proceedings pending with respect to all or any portion of its agentsthe Property and Seller has received no written notice of any proposed (i) increase in the assessed value of the Property, or (ii) public improvement or other assessment regarding the Property. (h) At Closing, there shall be no service contracts or leases affecting the Property, other than the Lease and those service contracts or leases entered into by Buyer or those service contracts entered into by Seller following Buyer’s failure to do so if required under the Lease and after applicable notice and cure periods. Seller understands that At Closing, Seller shall be solely responsible for Seller’s own tax liability that may arise update the representations herein above as a result the facts then exist. The representations made in this Section 9 and any update of such representations shall survive the transactions contemplated by this AgreementClosing.

Seller Representations. Seller hereby represents and warrants to Purchaser STEF and to the Buyers, as of the Closing Date, as follows: (a) Seller owns is a corporation duly organized and validly existing and in good standing under the laws of the State of Maryland and has all Purchased Notes free requisite power and clear authority to enter into, and perform its obligations under, this Agreement, the Leases, and any other documents contemplated by this Agreement, including, without limitation, conveying and leasing back the Properties. The execution and delivery of this Agreement and the Leases, and the consummation of the transactions contemplated hereby and thereby (i) have been duly authorized by all liensnecessary corporate action on the part of Seller, pledges(ii) do not require any governmental or other consent, encumbrancesexemption or authorization, security agreementsor any notice to, equitiesor filing with, options, claims, charges any governmental authority or any other person and restrictions (iii) do not and will not result in the contravention of Seller’s organizational documents or a breach of any nature whatsoevermaterial agreement, except any restrictions under applicable state indenture, judgment, order or other instrument to which Seller is a party or is otherwise bound. This Agreement and federal securities lawsthe Leases constitute the legal, valid and has not previously entered into any commitment for the sale binding obligations of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest , enforceable against it in accordance with respect to the Purchased Notesits terms. (b) Seller has full power not assigned, pledged or transferred any Property, and authority to sell and transfer the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party no other person or other personentity has any right or option to acquire any Property. Seller is in possession of each Property, Seller has not leased or subleased all or any part of any Property to any person or entity and no other person or entity has any right of possession in or to any Property. (c) The execution and delivery Seller has not received written notice of this Agreement by such any actual, pending or threatened suits, actions, arbitrations, claims or proceedings, at law or in equity, affecting any Property. Seller and has not received written notice alleging the performance by Seller existence of hisany violation of any rule, herregulation, ordinance, law or similar matter that applies to any Property, or its obligations pursuant to this Agreement will not result in any material violation of, the use or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation operation of any material mortgageProperty, pledge, lien, encumbrance or charge upon and Seller has no actual knowledge that any of the Purchased Notes, other than pursuant to this Agreementsuch violation exists. (d) Upon delivery of Seller has received no written notice, and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictionsdoes not otherwise have any actual knowledge, of any nature whatsoever, threatened condemnation or taking with respect to any Property or any part thereof. Seller has no actual knowledge of any casualty with respect to any Property that has not been repaired. Each Property has been unconditionally accepted by Seller and a certificate of occupancy or other than restrictions under applicable securities lawsrequired documentation for the operation of the Property has been obtained and is in full force and effect. (e) Seller has reviewed not dealt with Seller’s own tax advisors the federal, state and local tax consequences of the transactions contemplated by this Agreement. Seller is not relying on or engaged any statements or representations of Purchaser or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result of broker in connection with the transactions contemplated by this Agreement. (f) Neither Seller, nor, to Seller’s knowledge, any previous owner or operator of any Property, has made, released, treated, generated, stored or disposed of any Hazardous Substances at such Property, except in Seller’s ordinary course of business of operating a furniture distribution center and in accordance with all applicable Environmental Laws. Seller has no actual knowledge of any violation or alleged violation of any applicable Environmental Laws with respect to any Property. “Hazardous Substances” shall mean any hazardous or toxic chemical, waste, byproduct, pollutant, contaminant, compound, product or substance, including, without limitation, asbestos, polychlorinated biphenyls, petroleum (including crude oil or any fraction or by-product thereof), underground storage tanks, and any material the exposure to, or manufacture, possession, presence, use, generation, storage, transportation, treatment, release, disposal, abatement, cleanup, removal, remediation or handling of which is prohibited, controlled or regulated by any applicable Environmental Law. “Environmental Law” shall mean any federal, state, regional, county or local governmental statute, law, regulation, ordinance, order or code or any consent decree, judgment, permit, license, code, covenant, deed restriction, common law, or other requirement presently in effect or hereafter created, issued or adopted, pertaining to protection of the environment, health or safety of persons, natural resources, conservation, wildlife, waste management, and pollution (including, without limitation, regulation of releases and disposals to air, land, water and ground water), including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. 9601 et seq., Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and Solid and Hazardous Waste Amendments of 1984, 42 U.S.C. 6901 et seq., Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977, 33 U.S.C. 1251 et seq., Clean Air Act of 1966, as amended, 42 U.S.C. 7401 et seq., Toxic Substances Control Act of 1976, 15 U.S.C. 2601 et seq., Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. 651 et seq., Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. 11001 et seq., National Environmental Policy Act of 1975, 42 U.S.C. 300(f) et seq., and all amendments as well as any similar state or local statute or code and replacements of any of the same and rules, regulations, guidance documents and publications promulgated thereunder.

Seller Representations. Seller represents and warrants to Purchaser Buyer, as followsof the Closing Date, that: (a) Seller owns all Purchased Notes free is and clear will be a corporation duly organized, validly existing and in good standing under the laws of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions the State of any nature whatsoever, except any restrictions under applicable state and federal securities lawsits formation, and has not previously entered into any commitment for is authorized to do business in the sale State of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased Notes.Connecticut; (b) Seller has full power will have duly authorized the execution and authority to sell and transfer the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval performance of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) and such execution and performance will not violate any state material term of Seller’s certificate of incorporation or federal governmental authorityby-laws, or (iii) any third party or other person.material agreement by which Seller may be bound; (c) The execution and delivery of this Agreement by such constitutes and will constitute the valid and binding obligation of Seller and the performance by enforceable against Seller of his, her, or in accordance with its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon any of the Purchased Notes, other than pursuant to this Agreement.terms; (d) Upon delivery of and payment for there are or will be no leases or other written occupancy agreements entered into by Seller affecting or encumbering the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws.Property; (e) there are or will be no service contracts or agreements entered into by Seller affecting or encumbering the Property; (f) Seller has reviewed received no written notice of any pending or threatened litigation or condemnation proceedings affecting the Property; (g) Seller shall deliver to Buyer at Closing exclusive possession of the Property, free of any tenancies or any one or entity in possession but otherwise subject to Section 3 hereof; (h) Seller has received no written notice of any currently pending or planned public agency (e.g., Zoning, Planning, Conservation, Building, Subdivision, Wetlands and Watercourses, etc.) hearings that might affect the Property. The Seller shall notify the Buyer, with reasonable promptness, of any such future public agency hearings of which become within Seller’s own tax advisors Knowledge; (i) All Personal Property and Equipment items are owned free and clear by the federalSeller, state and local tax consequences subject to no security agreements, leases or other outstanding liens claims of any sort in favor of any third party; and (j) no petition in bankruptcy (voluntary or otherwise), assignment for the transactions benefit of creditors, or petition seeking reorganization or arrangement or other action under Federal or State bankruptcy laws is pending against or contemplated by this AgreementSeller. (k) Seller knows of no specific and material structural defects with respect to the Improvements. (l) Seller has not received any written notification from an Authority (as hereinafter defined) within one (1) year prior to the date hereof that the Property is in material violation of any then applicable environmental, fire, health, building, use, occupancy or zoning laws applicable to the Property and which material violation remains outstanding. Seller is not relying on any statements As used herein, “Authority” shall mean a governmental or representations of Purchaser quasi-governmental bodies or agencies having jurisdiction over Seller, the Property or any of its agents. Seller understands that Seller shall be solely responsible portion thereof with respect to those matters for Seller’s own tax liability that may arise as a result of the transactions contemplated by this Agreementwhich notification was specifically provided.

Seller Representations. Each Seller represents and warrants to Purchaser the Company, severally as followsto itself and not as to any other Seller, that: (a) Such Seller owns all Purchased Notes free is a limited partnership validly existing under the laws of the State of Delaware. Such Seller has the requisite partnership power and clear of all liensauthority to enter into, pledgesexecute, encumbrances, security agreements, equities, options, claims, charges deliver and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased Notesperform this Agreement. (b) This Agreement has been duly authorized, executed and delivered by such Seller has full power and authority constitutes the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except to sell the extent that enforcement may be limited by laws relating to bankruptcy, reorganization, insolvency or similar laws in effect that affect the enforcement of creditors’ rights generally and transfer by the Purchased Notes to Purchaser without obtaining the waiveravailability of injunctive relief, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or specific performance and other personequitable remedies. (c) The execution Such Seller is the record and delivery beneficial owner of this Agreement the shares of the Company’s Common Stock set forth opposite such Seller’s name on Schedule I, and upon the Closing will transfer to the Company, good and valid title to all of the Shares owned by such Seller, free and clear of any liens, claims, security interests, restrictions, options or other encumbrances of any kind. Such Seller has not granted or otherwise permitted to exist any option of any sort with respect to the Shares owned by such Seller and or any right to acquire the performance Shares owned by such Seller of his, her, or its obligations pursuant to this Agreement will not result in any material violation of, interest therein or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon any of the Purchased Notes, thereon other than pursuant to the Company under this Agreement. (d) Upon delivery The transfer of and payment for the Purchased Notes as herein contemplated, Shares owned by such Seller will convey not conflict with, result in a breach or violation of, or constitute a default under, any law applicable to Purchaser goodsuch Seller or the limited partnership agreement or other organizational documents, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictionsas applicable, of such Seller or the terms of any nature whatsoeverindenture or other agreement or instrument to which such Seller is a party or bound, other than restrictions under or any judgment, order or decree applicable securities lawsto such Seller of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over such Seller. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the consummation by such Seller of the sale of the Shares owned by such Seller hereunder. (f) The Seller has reviewed with Seller’s own tax advisors independently investigated and evaluated the federal, state and local tax consequences value of the transactions Shares owned by such Seller and the financial condition and affairs of the Company without reliance upon any information from the Company or its affiliates other than what is available publicly. Based upon its independent analysis, together with information obtained from sources other than the Company and its affiliates, such Seller has reached its own business decision to effect the sale of Shares owned by such Seller contemplated by this Agreementhereby. Such Seller acknowledges that the Company may be in possession of material non-public information that has not been disclosed to such Seller and is making its investment decision at its own risk. (g) Such Seller is sophisticated and capable of understanding and appreciating, and does understand and appreciate, that future events may occur that will increase the price of the Shares owned by such Seller, and that such Seller would be deprived of the opportunity to participate in any gain that might have resulted if such Seller had not relying on transferred the Shares owned by such Seller to the Company hereunder. (h) Such Seller has not engaged any statements investment banker, broker, or representations finder in connection with the repurchase of Purchaser Shares hereunder and no broker’s or similar fee is payable by such Seller or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result affiliates in connection with the transfer of the transactions contemplated Shares owned by such Seller hereunder for which the Company or any of its affiliates may become responsible. (i) Such Seller has not taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Securities Exchange Act of 1934, or otherwise, stabilization or manipulation of the price of any security of the Company in connection with the transfer of the Shares owned by such Seller hereunder. (j) Except for the express representations and warranties contained in this Agreement, neither the Company, nor any of its affiliates, attorneys, accountants and financial and other advisors, has made any representations or warranties to such Seller.

Seller Representations. Seller Each Seller, severally and not jointly, acknowledges, represents and warrants to the Purchaser as followson the date hereof and on the Settlement Date that: (a) Such Seller owns all Purchased Notes free is a limited partnership and clear is validly existing under the laws of all liensthe Cayman Islands. Such Seller has full and adequate right, pledgespower, encumbrancescapacity and authority to enter into, security agreementsexecute, equities, options, claims, charges deliver and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and perform this Agreement. Each Seller that has not previously entered into any commitment a Power of Attorney for the sale and delivery of all or part the Shares to be sold by such Seller (the “Power of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect Attorney”) has the full and adequate right, power, capacity and authority to enter into, execute, deliver and perform the Purchased NotesPower of Attorney. (b) This Agreement and the Power of Attorney, as applicable, have been duly authorized, executed and delivered by such Seller has full power and authority constitute the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with their terms, except to sell and transfer the Purchased Notes to Purchaser without obtaining the waiverextent that enforcement thereof may be limited by bankruptcy, consentinsolvency, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party reorganization or other personlaws affecting enforcement of creditors’ rights or by general equitable principles. (c) The execution Such Seller is the record and delivery beneficial owner of this Agreement the Shares to be sold by such Seller it in the Offering, and upon the performance by Seller of hisClosing will transfer to the Purchaser, hergood and marketable title to, or its obligations pursuant to this Agreement will not result a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in any material violation respect of, all such Shares, free and clear of any liens, claims, security interests, restrictions, options or materially conflict with, or constitute a material default under, other encumbrances of any agreement to which kind. Such Seller is a party or such Seller’s charter documents, nor, has not granted any option of any sort with respect to such Seller’s knowledge, result in the creation of Shares or any material mortgage, pledge, lien, encumbrance right to acquire such Shares or charge upon any of the Purchased Notes, interest therein other than pursuant to the Purchaser under this Agreement. (d) Upon delivery The transfer of the Shares to be sold by such Seller in the Offering will not conflict with, result in a breach or violation of, or constitute a default under, (i) any law applicable to such Seller or, (ii) the limited partnership agreement, general partnership agreement or other organizational document, as applicable, of such Seller or (iii) the terms of any indenture or other agreement or instrument to which such Seller is a party or bound, or any judgment, order or decree applicable to such Seller of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over such Seller, except in the cases of (i) and payment (iii), for any such conflict, breach, violation or default that would not materially and adversely affect the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid sale of the Shares and marketable title the consummation of the transactions contemplated herein; provided that no warranty is made with respect to the Purchased Notes free antifraud provisions of federal and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, state securities laws other than restrictions under applicable securities lawsas expressly set forth elsewhere herein. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the consummation by such Seller of the sale of the number of Shares to be sold by such Seller in the Offering. (f) Such Seller has reviewed not engaged any investment banker, broker, or finder in connection with Sellerthe Offering, and no broker’s own tax advisors the federal, state and local tax consequences of the transactions contemplated or similar fee is payable by this Agreement. such Seller is not relying on any statements or representations of Purchaser or any of its agents. affiliates in connection with the transfer of the Shares owned by such Seller understands hereunder. (g) Upon payment for the Shares to be sold by such Seller pursuant to this Agreement, delivery of such Shares, as directed by the Purchaser, to Cede & Co. (“Cede”) or such other nominee as may be designated by DTC, registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities account of the Purchaser or its broker (assuming that neither DTC nor the Purchaser or its broker have notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) under Section 8-501 of the UCC, the Purchaser will acquire a valid security entitlement in respect of such Shares and (B) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be successfully asserted against the Purchaser with respect to such security entitlement; for purposes of this representation, such Seller shall may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be solely responsible for Seller’s own tax liability that may arise registered as a result “clearing corporation” within the meaning of Section 8-102 of the transactions contemplated by UCC and (z) appropriate entries to the account of the Purchaser on the records of DTC will have been made pursuant to the UCC. (h) Except for the express representations and warranties contained in this Agreement, neither the Purchaser, nor any of its affiliates, attorneys, accountants and financial and other advisors, has made any representations or warranties to such Seller.

Seller Representations. In order to induce Purchaser to enter into this Agreement, each Seller represents warrants and warrants to Purchaser as follows: (a) Seller owns all Purchased Notes free and clear of all liensrepresents, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased Notes.portion of the Property owned by it, the following as of the Effective Date: (b) Seller has full power and authority to sell and transfer the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for It is a limited partnership duly organized and in good standing under the laws of the State of New Jersey; (ii) Subject to the terms of this Agreement, Amicus Internationalit has the right, (ii) any state or federal governmental power and authority, without the joinder of any other person or entity, to enter into, execute and deliver this Agreement, and to perform all duties and obligations imposed on it under this Agreement; (iii) any third party This Agreement is a valid obligation of Seller and is binding upon it in accordance with the terms hereof; the persons or other person.parties executing this Agreement on its behalf have been duly authorized and empowered to bind it to this Agreement; (civ) The Subject to the terms of this Agreement, neither the execution and nor the delivery of this Agreement by such Seller Agreement, nor the consummation of the purchase and sale contemplated hereby, nor the performance by Seller compliance with the terms and conditions of his, her, or its obligations pursuant to this Agreement conflict with or will not result in the breach of any material violation ofof the terms, conditions or materially conflict with, or constitute a material default under, provisions of any agreement to which Seller it is a party or such by which it is bound; (v) It has made no agreements or commitments affecting the Property which would be binding upon Purchaser except as expressly set forth herein; (vi) It has received no notice of any pending condemnation or municipal improvement assessments affecting the Property, (vii) The only Leases in force for the Property are set forth in a tenant list attached hereto and made a part hereof as Exhibit “H” (the “Tenant List”), and true and complete copies of all Leases have been made available to Purchaser. Other than the Leases, Seller has not entered into any other leases, licenses, tenancies, possession agreement or other occupancy agreements affecting the Property. Seller does not warrant that any particular Lease will be in force at the Closing or that the tenants have or will have performed their obligations thereunder; (viii) There are no security deposits presently held by or on behalf of Seller with respect to the Leases, except as set forth on the Tenant List; (ix) Exhibit “I” attached hereto and made a part hereof sets forth a list of all Contracts affecting the Property (the “Contract List”), true and complete copies of which have been made available to Purchaser; (x) No tenant or other occupant under a Lease and no other person, firm, corporation or other entity has any right or option to acquire the Property, or any part thereof, from it; (xi) Except as set forth on Exhibit “K” attached hereto, there are no actions, suits or proceedings pending, or to Seller’s charter documentsknowledge threatened, noragainst Seller, to such which, if determined adversely against Seller, would adversely affect Seller’s ability to perform its obligations hereunder; (xii) To its actual knowledge, result in the creation of it has not received any material mortgage, pledge, lien, encumbrance or charge upon written notice from any tenant under any of the Purchased Notes, other than pursuant to this Agreement.Leases claiming that Seller is in default of its obligations under any of the Leases which has not been cured; (dxiii) Upon delivery of and payment The only agreements for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid payment of leasing commissions due on or after the date hereof in connection with the Leases are those listed on Exhibit “J” annexed hereto and marketable title to made a part hereof (the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws.“Brokerage Agreements”); (exiv) Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences of the transactions contemplated by this Agreement. Seller is not relying on a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended (the “Code”) and any statements related regulations; (xv) There are no persons employed by Seller or representations any managing agent thereof in connection with the management of the Property who shall be the responsibility of Purchaser after the Closing. Purchaser has no obligation, liability or any of its agents. responsibility with respect to charges, fees, costs, salaries, vacation pay, severance pay, insurance coverage, other fringe benefits or like items; (xvi) Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as is not, and will not become, a result person or entity with whom United States persons or entities are restricted or prohibited from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s specially designated and blocked persons list) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and will not engage in any dealings or transactions contemplated by this Agreementor be otherwise associated with such persons or entities; and (xvii) Exhibit “L” attached hereto and made a part hereof sets forth a list of Environmental Reports.

Seller Representations. The Seller represents and warrants to the Purchaser as follows:set forth in this Section 2.1. (a) The Seller owns is duly formed, validly existing and in good standing under the Laws of Delaware with all Purchased Notes free requisite power and clear of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect authority required to the Purchased Notesconduct its business as presently conducted. (b) The Seller has full all requisite limited liability company power and authority to sell execute and transfer deliver this Agreement and all agreements, documents and instruments to be executed and delivered by the Purchased Notes Seller to the Purchaser without obtaining pursuant hereto and thereto (collectively, the waiver“Seller Transaction Documents”) and to perform its obligations under the Seller Transaction Documents. The execution and delivery by the Seller of the Seller Transaction Documents and the performance by the Seller of its obligations thereunder have been duly authorized by all requisite limited liability company action of the Seller. No other action on the part of the Seller or its members is necessary to authorize the execution, consent, order or approval delivery and performance by the Seller of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or other personthe Seller Transaction Documents. (c) The This Agreement has been, and upon their execution the other Seller Transaction Documents will have been, duly executed and delivered by the Seller. Assuming the Purchaser Transaction Documents (as defined below) have been duly authorized, executed and delivered by the Purchaser, this Agreement constitutes, and upon their execution each of the other Seller Transaction Documents will constitute, the legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with their terms, except to the extent that the enforceability thereof may be limited by: (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies; and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Law. (d) Other than (w) compliance with any applicable requirements of the HSR Act, (x) the GE Documents, (y) filings required by Section 13 or Section 16 of the Exchange Act (which the Seller shall file with the SEC when and as the same is due) and (z) Client Consents, the execution and delivery of this Agreement the Seller Transaction Documents by such the Seller and the performance by the Seller of hisits obligations thereunder do not and will not: (i) violate any provision of the Constituent Documents of the Seller; and (ii) (A) conflict with or violate any applicable Law of any Governmental Authority having jurisdiction over the Seller or any part of the properties or assets of the Seller, her(B) require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, breach or constitute a material default underunder (in each case with or without notice, the passage of time or both), any agreement Contract, permit or authorization to which the Seller is a party or such Seller’s charter documentsby which any of its properties or assets is bound, nor, to such Seller’s knowledge, (C) result in the creation or imposition of any material mortgage, pledge, lien, encumbrance or charge upon Lien on any part of the Purchased Notes, other than pursuant to this Agreement. (d) Upon delivery of and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws. (e) Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences properties or assets of the transactions contemplated by this Agreement. Seller, (D) violate any Order binding on the Seller is not relying on any statements or representations of Purchaser or any part of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result of the transactions contemplated by this Agreementproperties or assets, and (E) otherwise require any Governmental Approvals or any Third Party Consents.

Seller Representations. Seller hereby represents and warrants to Purchaser each Buyer, as followsof the date hereof and as of the Closing Date, as follows as to the Property to be purchased by such Buyer and the Lease to be entered into with respect to such Property: (a) Seller owns all Purchased Notes free is a corporation duly organized and clear validly existing and in good standing under the laws of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges the Commonwealth of Pennsylvania and restrictions has duly qualified and is in good standing under the laws of any nature whatsoever, except any restrictions under applicable each state and federal securities lawswhere a Property is located, and has not previously entered into all requisite power and authority to enter into, and perform its obligations under, this Agreement, the Lease and any commitment for other documents contemplated by this Agreement, including, without limitation, conveying and leasing back each Property. The execution and delivery of this Agreement, the sale Lease and the consummation of the transactions contemplated hereby and thereby (i) have been duly authorized by all or necessary corporate action on the part of such Purchased Notes Seller, (ii) do not require any governmental or otherwise conveyed or encumbered other consent, and (iii) will not result in the breach of Seller’s interest organizational documents or any material agreement, indenture or other instrument to which Seller is a party or is otherwise bound or any violation of any law, rule, regulation or judgment to which Seller or any of its property is subject. This Agreement, the Lease and the other documents to be executed by Seller in connection with respect to the Purchased Notestransactions contemplated by this Agreement constitute the legal, valid and binding obligations of Seller, enforceable against it in accordance with their respective terms. (b) Seller has full power not assigned, pledged or transferred the Property or any part thereof, and authority to sell and transfer the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party no other person or other personentity has any right of first refusal or any other right or option to acquire the Property or any part thereof. (c) The execution and delivery Seller has not received any notice of this Agreement by such any actual, pending or threatened suits, actions, arbitrations, claims or proceedings, at law or in equity, against or otherwise affecting the Property. Seller and has not received any notice alleging the performance by Seller existence of hisany violation of any rule, herregulation, ordinance, law, building code or similar matter that applies to the Property or any part thereof, or its obligations pursuant to this Agreement will the use or operation of the Property, and Seller has no knowledge that any such violation exists. Seller has not result in received notice of any material violation ofpending liens or special assessments to be made against the Property by any governmental authority, or materially conflict withany pending proceedings, the object of which would be to change the present zoning or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in other land-use limitations affecting the creation of any material mortgage, pledge, lien, encumbrance or charge upon any of the Purchased Notes, other than pursuant to this AgreementProperty. (d) Upon delivery Seller has no knowledge of and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title any on-going or threatened condemnation or taking with respect to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, Property or any part thereof. Seller has no knowledge of any nature whatsoever, other than restrictions under applicable securities lawscasualty with respect to the Property that has not been completely repaired. (e) Neither Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences of the transactions contemplated by this Agreement. Seller is not relying on any statements or representations of Purchaser or nor any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result of affiliates has dealt with or engaged any broker in connection with the transactions contemplated by this Agreement. (f) Seller has no knowledge that there exists or has existed, and neither Seller nor any affiliate thereof has caused any generation, production, location, transportation, storage, treatment, discharge, disposal, release or threatened release upon, under or about the Property of any Hazardous Materials in violation of Environmental Laws. “Hazardous Materials” means any petroleum or petroleum products, flammables, explosives, radioactive materials, hazardous wastes, hazardous and toxic substances or related materials, asbestos or any material containing asbestos (including, without limitation, vinyl asbestos tile), or any other substance or material, defined as a “hazardous substance” or a “hazardous material” by any federal, state and local law, ordinance, rule, orders, statute, code or regulation applicable to the Property or the operations thereon or use thereof and (i) relating to the environment, human health or natural resources, (ii) regulating, controlling or imposing liability or standards of conduct concerning Hazardous Materials, or (iii) regulating the clean-up or other remediation of the Property or any portion thereof, including, without limitation, the Resource Conservation and Recovery Act of 1976 (RCRA), 42 U.S.C. §§ 6901-6987, as amended by the Hazardous and Solid Waste Amendments of 1984, CERCLA, the Hazardous Materials Transportation Act of 1975, 49 U.S.C. §§ 1801-1812, the Toxic Substances Control Act, 15 U.S.C. §§ 2601-2671, the Clean Air Act, 42 U.S.C. §§ 7401 et seq., the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. §§ 136 et seq and all other, as any of the foregoing may have been amended, supplemented or supplanted from time to time (collectively, “Environmental Laws”).

Seller Representations. Seller hereby represents and warrants to Purchaser Buyer, as of the Closing Date, as follows: (a) Seller owns all Purchased Notes free is a limited liability company duly organized and clear in good standing under the laws of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges the State of Delaware and restrictions has duly qualified and is in good standing under the laws of any nature whatsoever, except any restrictions under applicable state and federal securities lawsthe State of California, and has not previously entered into all requisite power and authority to enter into, and perform its obligations under, this Agreement and any commitment for other documents contemplated by this Agreement to which Seller will be a party, including, without limitation, conveying the sale Property. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (i) have been duly authorized by all or necessary company action on the part of such Purchased Notes Seller, (ii) do not require any governmental or otherwise conveyed or encumbered other consent, and (iii) will not result in the breach of Seller’s interest organizational documents or any material agreement, indenture or other instrument to which Seller is a party or is otherwise bound or any violation of any law, rule, regulation or judgment to which Seller or any of its property is subject. This Agreement constitutes the legal, valid and binding obligations of Seller, enforceable against it in accordance with respect to its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the Purchased Notesenforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) Seller has full power not assigned, pledged or transferred the Property or any part thereof, and authority Seller has not entered into any agreement with another party pursuant to sell and transfer which such party has any right of first refusal or any other right or option to acquire the Purchased Notes to Purchaser without obtaining Property or any part thereof (and, for the waiveravoidance of doubt, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for Seller’s representation in this Agreement, Amicus International, Section 8(b) excludes this Agreement or any other instrument executed or may be executed by and between Seller (iior DWA) and Buyer). Seller has not created any state or federal governmental authority, or (iii) any third party mortgage or other personlien for borrowed money against the Property that has not been discharged in full. (c) The execution Seller has not received written notice of any actual, pending or threatened suits, actions, arbitrations, claims or proceedings, at law or in equity, against Seller that arises out of the ownership or operation of the Property, which has not been dismissed, resolved or settled and delivery paid in full. Seller has not received written notice alleging the existence of this Agreement by such Seller and any violation of any rule, regulation, ordinance, law, building code or similar matter that applies to the performance by Seller of his, herProperty or any part thereof, or its obligations pursuant to this Agreement will the use or operation of the Property, which has not result in been fully remediated or discharged. Seller has not received written notice of any material violation ofpending liens or special assessments to be made against the Property by any governmental authority, nor any pending proceedings, the object of which would be to change the present zoning or materially conflict withother land-use limitations affecting the Property which remains pending as of the Closing Date. For the avoidance of doubt, or constitute a material default under, any agreement to Buyer is already aware of the conditions associated with the San Xxxxxxxx Valley (area 2 Glendale) Superfund Site (EPA #: CAD980894901) for which Seller is not responsible nor identified as a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon any of the Purchased Notes, other than pursuant to this Agreementpotentially responsible party. (d) Upon delivery Seller has not received written notice of and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title any threatened condemnation or taking with respect to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, Property or any part thereof. Seller has no actual knowledge of any nature whatsoever, other than restrictions under applicable securities lawsmaterial casualty with respect to the Property that has not been repaired. (e) Neither Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences of the transactions contemplated by this Agreement. Seller is not relying on any statements or representations of Purchaser or nor any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result of affiliates has dealt with or engaged any broker in connection with the transactions contemplated by this Agreement. (f) Except for conditions associated with the San Xxxxxxxx Valley (area 2 Glendale) Superfund Site (EPA #: CAD980894901) for which Seller is not responsible nor identified as a potentially responsible party, to Seller’s knowledge, there does not exist and Seller has not caused any generation, production, location, transportation, storage, treatment, discharge, disposal, release or threatened release upon, under or about the Property of any Hazardous Materials in violation of Environmental Laws. “Hazardous Materials” means (i) all petroleum, crude oil or any fraction thereof, hydrocarbons, polychlorinated biphenyls (PCBs), friable asbestos, urea formaldehyde, or (ii) any chemicals, materials, substances or wastes defined as or included in the definition of “hazardous materials,” “hazardous wastes,” “hazardous substances,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic wastes,” “toxic pollutants,” “contaminants,” “pollutants,” or words of similar import under any Environmental Laws. “Environmental Laws” shall mean and include the Resource Conservation and Recovery Act of 1976 (RCRA), 42 U.S.C. §§ 6901-6987, as amended by the Hazardous and Solid Waste Amendments of 1984, the Comprehensive Environmental Response, Compensation and Liability Act, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§9601-9657, the Hazardous Materials Transportation Act of 1975, 49 U.S.C. §§ 1801-1812, the Toxic Substances Control Act, 15 U.S.C. §§ 2601-2671, the Clean Air Act, 42 U.S.C. §§ 7401 et seq., the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. §§ 136 et seq and all other federal, state and local laws, ordinances, rules, orders, statutes, codes and regulations applicable to the Property or the operations thereon or use thereof and (A) relating to the environment, human health or natural resources, (B) regulating, controlling or imposing liability or standards of conduct concerning Hazardous Materials, or (C) regulating the clean-up or other remediation of the Property or any portion thereof, as any of the foregoing may have been amended, supplemented or supplanted from time to time.

Seller Representations. Seller represents and warrants to Purchaser as followsBuyer that: (a) Seller owns all Purchased Notes free has the corporate power and clear of all liensauthority to execute, pledges, encumbrances, security agreements, equities, options, claims, charges deliver and restrictions of any nature whatsoever, except any restrictions perform its obligations under applicable state this Agreement and federal securities laws, and has not previously entered into any commitment for the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased NotesStock Purchase Agreement as amended by this Agreement. (b) Seller has full power duly authorized, executed and authority to sell and transfer the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in delivered this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or other person. (c) The execution Assuming the accuracy of Buyer’s representations and delivery of warranties in Section 3.02(d), this Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by such Seller bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and the by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (d) The execution, delivery and performance by Seller of his, her, or its obligations pursuant to this Agreement (and performance by Seller of the Stock Purchase Agreement as amended by this Agreement) do not and will not not: (i) result in a violation or breach of any material provision of the Organizational Documents of Seller; (ii) result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller; or (iii) require the Consent, notice or other action by any Third Party (other than any Governmental Authority) under, result in a violation or breach of, or materially conflict with, or constitute a material default Default under, any material agreement to which Seller is a party party, except in the cases of clauses (ii) and (iii), where the violation, breach, Default, or failure to give notice or obtain a Consent or other action by any such Third Party would not have a material adverse effect on Seller’s charter documents, nor, ability to such Seller’s knowledge, result in consummate the creation of any material mortgage, pledge, lien, encumbrance or charge upon any of the Purchased Notes, other than pursuant to this Agreement. (d) Upon delivery of and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities lawsTransactions. (e) No Consent, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller has reviewed in connection with the execution and delivery of this Agreement, except for such Consents, Permits, Governmental Orders, declarations, filings or notices which the failure to obtain or make would not have a material adverse effect on Seller’s own tax advisors ability to consummate the federal, state and local tax consequences of the transactions contemplated by this Agreement. Seller is not relying on any statements or representations of Purchaser or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result of the transactions contemplated by this AgreementTransactions.

Seller Representations. The Seller hereby represents and warrants to the Purchaser as followsof the Initial Closing Date and each Closing Date on which the Seller sells Mortgage Loans hereunder, and with respect to the Mortgage Loans sold by the Seller, as of the related Closing Date: (a) The Seller owns all Purchased Notes free is a corporation, duly organized, validly existing and clear in good standing under the laws of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions the State of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased NotesDelaware. (b) The Seller has full the corporate power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to enter into, execute and transfer deliver this Agreement, the Purchased Notes Term Sheet and all documents and instruments executed and delivered pursuant hereto and to Purchaser perform its obligations in accordance therewith. The execution, delivery and performance of this Agreement by the Seller and the consummation of the transactions contemplated hereby, including, without obtaining limitation, the waiverrepurchase obligations hereinafter contained, consenthave been duly and validly authorized. This Agreement, order or approval the Term Sheet and all other documents and instruments contemplated hereby, in each case assuming due authorization, execution and delivery by the Purchaser, evidence the valid, binding and enforceable obligations of the Seller, subject as to enforcement, (i) except as has otherwise been obtained to bankruptcy, insolvency, receivership, conservatorship, reorganization, arrangement, moratorium, and other laws of general applicability relating to or as otherwise provided for in this Agreement, Amicus International, affecting creditor’s rights and (ii) any state to general principles of equity, whether such enforcement is sought in a proceeding in equity or federal governmental authority, or (iii) any third party or other personat law. 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. (c) The execution and delivery No consent, approval, authorization, or order of any court or governmental agency or body relating to the transactions contemplated by this Agreement by such Seller and the performance by transfer of legal title to the Mortgage Loans to the Purchaser, is required as to the Seller of hisor, herif required, such consent, approval, authorization, or its obligations pursuant order has been or shall, prior to this Agreement will not result in the Effective Date, be obtained, except for any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation recordations of any material mortgage, pledge, lien, encumbrance or charge upon any Assignments of the Purchased Notes, other than Mortgages to or for the benefit of the Purchaser pursuant to this Agreement. (d) Upon delivery of and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws. (e) Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences The consummation of the transactions contemplated by this Agreement. , including without limitation the transfer and assignment of the Mortgage Loans to or for the benefit of the Purchaser pursuant to this Agreement and the fulfillment of or compliance with the terms and conditions of this Agreement, are in the ordinary course of business of the Seller and shall not (i) result in the breach of any term or provision of the charter or by-laws of the Seller, (ii) result in the breach of any term or provision of, or conflict with or constitute a default under, or result in the acceleration of any obligation under, any material agreement, indenture, loan or credit agreement or other instrument to which the Seller or its property is subject, or (iii) result in the violation of any law, rule, regulation, order, judgment, or decree to which the Seller or its property is subject. (e) There is no action, suit, proceeding or investigation pending or, to the best of the Seller’s knowledge, threatened against the Seller which, either in any one instance or in the aggregate, is likely (in the Seller’s judgment) to draw into question the validity of this Agreement or the Mortgage Loans, or of any action taken or to be taken in connection with the obligations of the Seller contemplated herein or therein, or which would be likely to impair materially the ability of the Seller to perform its obligations hereunder or thereunder. (f) The Seller is a HUD approved mortgagee pursuant to Section 203 of the National Housing Act. No event has occurred, including but not relying on limited to, a change in insurance coverage, which would make the Seller unable to comply with eligibility requirements of HUD. (g) The Seller does not believe, nor does it have any statements reason or representations cause to believe, that it cannot perform each and every covenant contained in this Agreement. The Seller is solvent and the sale of Purchaser the Mortgage Loans will not cause the Seller to become insolvent. The sale of the Mortgage Loans is not undertaken with the intent to hinder, delay or defraud any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result of the transactions contemplated by this Agreementcreditors.

Seller Representations. Seller represents and warrants to Purchaser as follows: (a) Seller owns has full right, power and authority to execute and deliver this Agreement and all Purchased Notes free the Related Documents to be executed and clear of all liensdelivered by Seller, pledgesas the case may be, encumbrances, security agreements, equities, options, claims, charges and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities lawspursuant hereto, and has not previously entered into any commitment for to consummate the sale transactions contemplated hereby and thereby. Assuming due authorization, execution and delivery of all or part this Agreement by Buyer, this Agreement (and when executed and delivered at Closing, each Related Document) will be duly executed and delivered and will constitute legal, valid and binding obligations of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest , enforceable in accordance with respect to the Purchased Notestheir respective terms. (b) Seller has full power and authority to sell and transfer the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or other person. (c) The execution and delivery of this Agreement by such Seller and each of the Related Documents, and the performance by Seller consummation of his, her, the transactions contemplated hereby or its obligations pursuant to this Agreement thereby will not result in the creation of any material violation Encumbrance on the Shares or the Interests owned by Seller or on any asset of Seller or the termination or acceleration of any indebtedness or other obligation of Seller and are not prohibited by, do not violate or conflict with any provision of, or materially conflict with, or and do not constitute a material default underunder or a breach of (i) the organizational documents, if applicable, of Seller, (ii) any agreement contract, permit, license or other instrument to which Seller is a party or such by which Seller or any of its respective assets is bound, (iii) any order, writ, injunction, decree or judgment of any court or governmental agency to which Seller is subject, or (iv) any Law applicable to Seller. No approval, authorization, registration, consent, order or other action of or filing with any court, administrative agency or other governmental authority, is required for the execution and delivery by Seller of this Agreement or any Related Document or the consummation by Seller of the transactions contemplated hereby. (c) Seller holds of record and beneficially all of the Shares and the Interests purported to be owned by Seller as set forth opposite Seller’s charter documentsname on Schedule ‎3.33(c). Seller has good and marketable title to all of the Shares and the Interests in Seller’s name as set forth on Schedule ‎3.33(c) and all right, norpower, authority and capacity to sell, assign, transfer and deliver all right, title and interest, both legal and equitable, in and to the Shares and the Interests set forth next to such Seller’s knowledgename on Schedule ‎3.33(c), result free and clear of all Encumbrances. All of the Shares and the Interests held by Seller have been duly authorized, are validly issued, fully paid and non-assessable. Seller has not violated any applicable Laws in connection with the creation purchase or sale of any material mortgageShares and any Interests. Upon delivery to Buyer at the Closing of certificates representing the Shares of such Seller, pledge, lien, encumbrance or charge together with a duly executed assignment of Shares and Interests of Seller and upon any receipt by Seller of the Purchased NotesClosing Date Cash Payment and Promissory Note, other than pursuant good and valid title to this Agreementsuch Shares and such Interests will pass to Buyer, free and clear of any Encumbrances. (d) Upon delivery Since December 31, 2009, neither Seller, nor to the Knowledge of and payment Seller any other Seller, has received any income, salary, dividends, distributions or payments of any kind from any Seller Related Entity nor has any Seller Related Entity made any loans or advances to, guarantees for the Purchased Notes as herein contemplatedbenefit of or any investments on behalf of Seller, Seller will convey to Purchaser good, valid and marketable title or to the Purchased Notes free and clear Knowledge of all liensSeller, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities lawsSeller. (e) Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences of the transactions contemplated by this Agreement. Seller is not relying on any statements or representations of Purchaser or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result of the transactions contemplated by this Agreement.

Seller Representations. Seller Each of the Sellers hereby, severally and not jointly, represents and warrants to the Purchaser as followsto such Seller as of the Initial Closing Date and each Closing Date on which such Seller sells Mortgage Loans hereunder, and with respect to the Mortgage Loans sold by such Seller, as of the related Closing Date: (a) If the Seller owns all Purchased Notes free is Washington Mutual Bank, the Seller is a federally chartered savings bank, duly organized, validly existing and clear in good standing under the laws of all liensthe United States. If the Seller is Washington Mutual Bank fsb, pledgesthe Seller is a savings bank, encumbrancesduly organized, security agreements, equities, options, claims, charges validly existing and restrictions in good standing under the laws of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased NotesUnited States. (b) The Seller has full the corporate power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to enter into, execute and transfer deliver this Agreement, the Purchased Notes Term Sheet and all documents and instruments executed and delivered pursuant hereto and to Purchaser perform its obligations in accordance therewith. The execution, delivery and performance of this Agreement by the Seller and the consummation of the transactions contemplated hereby, including, without obtaining limitation, the waiverrepurchase obligations hereinafter contained, consenthave been duly and validly authorized. This Agreement, order or approval the Term Sheet and all other documents and instruments contemplated hereby, in each case assuming due authorization, execution and delivery by the Purchaser, evidence the valid, binding and enforceable obligations of the Seller, subject as to enforcement, (i) except as has otherwise been obtained to bankruptcy, insolvency, receivership, conservatorship, reorganization, arrangement, moratorium, and other laws of general applicability relating to or as otherwise provided for in this Agreement, Amicus International, affecting creditor’s rights and (ii) any state to general principles of equity, whether such enforcement is sought in a proceeding in equity or federal governmental authority, or (iii) any third party or other personat law. 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. (c) The execution and delivery No consent, approval, authorization, or order of any court or governmental agency or body relating to the transactions contemplated by this Agreement by such Seller and the performance by transfer of legal title to the Mortgage Loans to the Purchaser, is required as to the Seller of hisor, herif required, such consent, approval, authorization, or its obligations pursuant order has been or shall, prior to this Agreement will not result in the Effective Date, be obtained, except for any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation recordations of any material mortgage, pledge, lien, encumbrance or charge upon any Assignments of the Purchased Notes, other than Mortgages to or for the benefit of the Purchaser pursuant to this Agreement. (d) Upon delivery of and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws. (e) Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences The consummation of the transactions contemplated by this Agreement. , including without limitation the transfer and assignment of the Mortgage Loans to or for the benefit of the Purchaser pursuant to this Agreement and the fulfillment of or compliance with the terms and conditions of this Agreement, are in the ordinary course of business of the Seller and shall not (i) result in the breach of any term or provision of the charter or by-laws of the Seller, (ii) result in the breach of any term or provision of, or conflict with or constitute a default under, or result in the acceleration of any obligation under, any material agreement, indenture, loan or credit agreement or other instrument to which the Seller or its property is subject, or (iii) result in the violation of any law, rule, regulation, order, judgment, or decree to which the Seller or its property is subject. (e) There is no action, suit, proceeding or investigation pending or, to the best of the Seller’s knowledge, threatened against the Seller which, either in any one instance or in the aggregate, is likely (in the Seller’s judgment) to draw into question the validity of this Agreement or the Mortgage Loans, or of any action taken or to be taken in connection with the obligations of the Seller contemplated herein or therein, or which would be likely to impair materially the ability of the Seller to perform its obligations hereunder or thereunder. (f) The Seller is not relying on any statements or representations of Purchaser or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result HUD approved mortgagee pursuant to Section 203 of the transactions contemplated by this AgreementNational Housing Act. No event has occurred, including but not limited to, a change in insurance coverage, which would make the Seller unable to comply with eligibility requirements of HUD.

Seller Representations. Seller SELLER hereby represents and warrants to Purchaser BUYER, that: (i) SELLER is duly authorized and empowered to execute and perform this Agreement and the Evidence of Transfer (as follows: defined below); (aii) Seller owns all Purchased Notes this Agreement and the Evidence of Transfer constitute a valid, legal and binding agreement of SELLER, enforceable against SELLER in accordance with their respective terms; (iii) SELLER is the sole owner of and has good legal and beneficial title to the Transferred Claim Rights, free and clear of all liens, pledges, encumbrancesclaims, security agreements, equities, options, claims, charges and restrictions interests or encumbrances of any kind or nature whatsoever, except any restrictions under applicable state whatsoever (“Liens”) and federal securities laws, and has not previously entered into any commitment for upon the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased Notes. (b) Seller has full power and authority to sell and transfer the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or other person. (c) The execution and delivery of this Agreement by such Seller and the performance by Seller of his, her, or its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon any consummation of the Purchased Notestransactions contemplated hereby, other than pursuant to this Agreement. (d) Upon delivery of BUYER will own and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid have good legal and marketable beneficial title to the Purchased Notes Claim, free and clear of all liensLiens; (iv) SELLER has not previously sold or assigned the Claim, encumbrancesin whole or in part, equitiesto any party; (v) neither the execution, options, claims, charges and restrictions, delivery or performance of any nature whatsoever, other than restrictions under applicable securities laws. (e) Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences this Agreement or Evidence of Transfer nor consummation of the transactions contemplated by hereby or thereby will violate or contravene any law, rule, regulation, order, agreement, or instrument affecting the SELLER or the Claim; (vi) except for any notice requirement under Rule 3001 of the Federal Rules of Bankruptcy Procedure and the court order allowing the Claim, no consent of, registration with, or approval of, or any other action by, any relevant person or entity (including any state or federal regulatory agency or commission) is or will be required for SELLER to execute, deliver, and perform its obligations under, this Agreement. Seller , or for the assignment contemplated herein to become effective; (vii) no payment has been received (by setoff or otherwise) by or on behalf of SELLER in full or partial satisfaction of the Claim; (viii) SELLER is not relying an insider of the Debtor within the meaning of Section 101(31) of the Bankruptcy Code, and is not a member of any creditors’ committee appointed in the Bankruptcy Case; (ix) SELLER is entitled to receive, and following the Effective Date BUYER shall be entitled to receive, all interest on the Claim, whenever accrued; (x) SELLER has agreed to the Purchase Price based on its own independent investigation and credit determination and has consulted with such advisors as it believes appropriate and has not relied on any statements representations made by BUYER; (xi) SELLER is aware that information which may be pertinent to SELLER’s decision to transfer the Transferred Claim Rights is available to SELLER and can be obtained from the Bankruptcy Court’s files or representations other publicly available sources; (xii) SELLER is aware that the consideration received herein for the sale of Purchaser the Transferred Claim Rights may differ both in kind and amount from any distributions made pursuant to any plan of reorganization or any liquidation confirmed by the Bankruptcy Court, or a court supervised liquidation, in the Bankruptcy Case; (xiii) other than the Bankruptcy Case, no litigation, arbitration or adversarial proceeding is pending or threatened against SELLER which may have a material adverse effect on the Claim or the enforceability of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result of this Agreement or the transactions contemplated hereby; (xiv) SELLER has taken no action or engaged in any act, conduct or omission, or had any relationship with the Debtor, that could result in distributions being paid in respect of the Claim in a time or manner, or pro rata amount, different from other Customers (as the term “Customer” is defined in Section 761(9) of the Bankruptcy Code and as otherwise supplemented by the relevant provisions of SIPA and/or the Part 190 Regulations); (xv) SELLER (i) is a sophisticated entity with respect to the sale of the Transferred Claim Rights, (ii) has adequate information concerning the business and financial condition of the Debtor and its affiliates and the status of the Bankruptcy Case to make an informed decision regarding the sale of the Transferred Claim Rights and (iii) has independently and without reliance on BUYER, and based on such information as SELLER has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that SELLER has relied on BUYER’s express representations, warranties, covenants, agreements and indemnities in this Agreement; and (xvi) SELLER is an “accredited investor” as defined in Rule 501 under the Securities Act of 1933, as amended (“Securities Act”). Without characterizing the Transferred Claim Rights as a “security” within the meaning of applicable securities laws, SELLER has not made any offers to sell, or solicitations of any offer to buy, all or any portion of the Transferred Claim Rights in violation of any applicable securities laws; and (xvii) SELLER has not received any written notice other than those publicly available in the Bankruptcy Case or otherwise that (i) any payment or other transfer made to or for the account of SELLER from or on account of Debtor under the Transferred Claim Rights is or may be void or voidable as an actual or constructive fraudulent transfer or as a preferential transfer or (ii) the Transferred Claim Rights, or any portion of them, are void, voidable, unenforceable or subject to any impairment. As of the Effective Date, (xviii) Seller has received certain interim distributions in connection with the Bankruptcy Case from the Trustee in the aggregate amount of $9,173,949 (the “Prior Distributions”), including all distributions authorized under the Bankruptcy Court’s December 12, 2011 Order Granting Expedited Motion to Approve Further Transfers and Distributions for MF Global Inc. United States Commodity Futures Customers (the “Third Bulk Transfer Order”).

Seller Representations. Seller represents and warrants to Purchaser that as followsof the date of this Agreement and as of the Closing Date: (a) Seller owns all Purchased Notes free has full right, power and clear authority to enter into and perform Seller's obligations under this Agreement in accordance with its terms; (b) That Seller is not a "foreign person" within the meaning of all liensSection 1445(f)(3) of the Internal Revenue Code of 1954, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities lawsas amended, and has is a "resident" of the State of California within the meaning of Section 18662 of the California Revenue and Taxation Code, as amended; (c) There is not previously entered into pending, or to Seller's actual knowledge, threatened, any commitment for the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest litigation with respect to the Purchased Notes. (b) Seller has full power and authority to sell and transfer the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or other person. (c) The execution and delivery of this Agreement by such Seller and the performance by Seller of his, her, or its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon any of the Purchased Notes, other than pursuant to this Agreement.Property; and (d) Upon delivery Except as disclosed to Purchaser and to Seller's actual knowledge, no toxic or hazardous chemicals, waste, or substances of any kind have ever been spilled, disposed of, or stored on, under, or at the Property in violation of any applicable law, rule or regulation. The continued accuracy in all respects of Seller's representations shall be a condition precedent to Purchaser's obligation to close. All representations contained in this Agreement shall be deemed remade as of the Closing Date and payment for shall survive the Purchased Notes as Closing Date. If, after the Effective Date hereof, but prior to the Closing Date, Seller becomes aware that any of the representations set forth herein are no longer true and correct, then Seller may provide Purchaser with written notice stating that Seller believes that such representations are no longer accurate and the general nature of the change. Within five (5) business days after receipt of such notice, Purchaser shall either: (i) terminate this Agreement and the Deposit shall be returned to Purchaser; or (ii) waive its rights on such account not to consummate the transaction herein contemplated, Seller will convey in which case Purchaser shall be deemed to Purchaser goodhave waived all rights and remedies with respect to those matters specifically set forth in such notice. Notwithstanding the foregoing, valid nothing in this paragraph shall limit Purchaser's rights and marketable title to remedies if the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws. (e) Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences representation or warranty was inaccurate as of the transactions contemplated by this Agreement. Seller is not relying on any statements or representations date of Purchaser or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result of the transactions contemplated by this Agreement.

Seller Representations. In connection with the transactions contemplated hereby, the Seller represents and warrants to Purchaser as followsthe Company that: (a) All consents, approvals, authorizations and orders necessary for the execution and delivery by the Seller owns all Purchased Notes free of this Agreement and clear of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale and delivery of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect the Repurchase Shares to be sold by the Purchased NotesSeller hereunder, have been obtained; and the Seller has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Repurchase Shares to be sold by the Seller hereunder. (b) Seller This Agreement has full power been duly authorized, executed and authority to sell and transfer delivered by the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or other personSeller. (c) The execution sale of the Repurchase Shares to be sold by the Seller hereunder and delivery the compliance by the Seller with all of the provisions of this Agreement by such Seller and the performance by Seller consummation of his, her, or its obligations pursuant to this Agreement the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any material violation of the terms or provisions of, or materially conflict with, or constitute a material default under, any statute, indenture, material mortgage, material deed of trust, material loan agreement or other material agreement or instrument to which the Seller is a party or such Seller’s charter documents, nor, by which the Seller is bound or to such Seller’s knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon which any of the Purchased Notesproperty or assets of the Seller is subject, other than or (ii) result in any violation of the provisions of any (x) organizational or similar documents pursuant to this Agreementwhich the Seller was formed or (y) any applicable statute or any applicable order, rule or regulation of any court or governmental agency or body having jurisdiction over the Seller or the property of the Seller; except in the case of clause (i) or clause (ii)(y), for such conflicts, breaches, violations or defaults as would not impair in any material respect the consummation of the Seller’s obligations hereunder or would not have a Material Adverse Effect upon the Seller. (d) Upon As of the date hereof and immediately prior to the delivery of the Repurchase Shares to the Company at the Closing, the Seller holds and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, hold valid and marketable title to the Purchased Notes Repurchase Shares, and holds and will hold such Repurchase Shares free and clear of all liens, encumbrances, equities, options, equities or claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws. (e) The Seller (either alone or together with its advisors) has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the Repurchase. The Seller has reviewed with Seller’s own tax advisors had the federal, state opportunity to ask questions and local tax consequences receive answers concerning the terms and conditions of the transactions contemplated Repurchase as it has requested. The Seller has received all information that it believes is necessary or appropriate in connection with the Repurchase. The Seller acknowledges that the Seller has not relied upon any express or implied representations or warranties of any nature made by this Agreement. Seller is not relying or on any statements or representations of Purchaser or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result behalf of the transactions contemplated by Company, whether or not any such representations, warranties or statements were made in writing or orally, except as expressly set forth for the benefit of the Seller in this Agreement.

Seller Representations. Seller hereby represents and warrants to Purchaser Buyer that as followsof the Effective Date of this Agreement the following representations (“Seller’s Representations”) are true, correct and complete, they will be true, correct and complete on the Closing Date, and shall survive the Closing: (a) Seller owns all Purchased Notes free has full right, power, and clear of all liensauthority to execute and deliver this Agreement and to consummate the sale transactions provided for in this Agreement without obtaining any additional consent or approval from, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions or the taking of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest other action with respect to to, any third parties. This Agreement, when executed and delivered by Xxxxxx and Xxxxx, will constitute the Purchased Notes.valid and binding agreement of Seller, enforceable against Seller in accordance with its terms; (b) Seller has full power and authority not granted to sell and transfer the Purchased Notes to Purchaser without obtaining the waiverany person, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authorityfirm, or (iii) entity, other than Buyer, and has no knowledge of, any third party right to purchase the Property or other person.any part thereof that will remain outstanding as of the Closing Date; (c) The execution and delivery of this Agreement by such Seller and the performance by Seller of his, her, or its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, to such To Seller’s knowledge, result in there are no actions, suits, or proceedings pending that adversely affect the creation of any material mortgageProperty, pledge, lien, encumbrance or charge upon any nor has Seller received notice of the Purchased Notes, other than pursuant to this Agreement.same; (d) Upon delivery of and payment for To Seller’s knowledge, there is no pending or threatened condemnation or similar proceedings or zoning changes affecting the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of Property or any nature whatsoever, other than restrictions under applicable securities laws.part thereof; (e) There are no leases, subleases, service contracts, management agreements or other contracts that will be in force or effect as of the Closing that affect the Property or grant any right, title, interest, or benefit in or to all or any part of the Property; (f) No attachment, execution, assignment for the benefit of creditors, receivership, conservatorship, or voluntary or involuntary proceeding in bankruptcy or pursuant to any other debtor relief laws has been filed, commenced or asserted by Seller or, to the knowledge of Seller, by any other party against Seller or the Property; (g) Seller has reviewed no knowledge of any environmental contamination or possible environmental contamination of the Property or the existence of any waste disposal site on the Property, including any area that has been used, with or without Seller’s own tax advisors consent, for the federaldumping of tires, state trash, receptacles, and local tax consequences other refuse or unwanted items, and Seller has not received any notice by a governmental entity of a violation of environmental laws; (h) Seller has no knowledge that Seller’s use of the transactions contemplated by this Agreement. Property violates property restrictions or city or county building land use regulations, and Seller is has not relying on any statements received notice of a violation of restrictions or representations of Purchaser building or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result of the transactions contemplated by this Agreementland use regulations.

Seller Representations. In connection with the transactions contemplated hereby the Seller represents and warrants to Purchaser as followsthe Company that: (a) All consents, approvals, authorizations and orders necessary for the execution and delivery by the Seller owns all Purchased Notes free of this Agreement and clear of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale and delivery of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect the Repurchase Shares to be sold by the Purchased NotesSeller hereunder, have been obtained; and the Seller has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Repurchase Shares to be sold by the Seller hereunder. (b) Seller This Agreement has full power been duly authorized, executed and authority to sell and transfer delivered by the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or other personSeller. (c) The execution sale of the Repurchase Shares to be sold by the Seller hereunder and delivery the compliance by the Seller with all of the provisions of this Agreement by such Seller and the performance by Seller consummation of his, her, or its obligations pursuant to this Agreement the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any material violation of the terms or provisions of, or materially conflict with, or constitute a material default under, any statute, indenture, material mortgage, material deed of trust, material loan agreement or other material agreement or instrument to which the Seller or any of its subsidiaries is a party or such Seller’s charter documents, nor, by which the Seller or any of its subsidiaries is bound or to such Seller’s knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon which any of the Purchased Notesproperty or assets of the Seller or any of its subsidiaries is subject, other than or (ii) result in any violation of the provisions of any (x) organizational or similar documents pursuant to this Agreementwhich the Seller was formed or (y) any applicable statute or any applicable order, rule or regulation of any court or governmental agency or body having jurisdiction over the Seller or the property of the Seller; except in the case of clause (i) or clause (ii)(y), for such conflicts, breaches, violations or defaults as would not impair in any material respect the consummation of the Seller’s obligations hereunder or would not have a Material Adverse Effect upon the Seller. (d) Upon As of the date hereof and immediately prior to the delivery of the Repurchase Shares to the Company at the Closing, the Seller holds and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, hold valid and marketable title to the Purchased Notes Repurchase Shares, and holds and will hold such Repurchase Shares free and clear of all liens, encumbrances, equities, options, equities or claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws. (e) The Seller (either individually or each together with their advisors) has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the Repurchase. The Seller has reviewed with Seller’s own tax advisors had the federal, state opportunity to ask questions and local tax consequences receive answers concerning the terms and conditions of the transactions contemplated Repurchase as they have requested. The Seller has received all information that it believes is necessary or appropriate in connection with the Repurchase. The Seller acknowledges that the Seller has not relied upon any express or implied representations or warranties of any nature made by this Agreement. Seller is not relying or on any statements or representations of Purchaser or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result behalf of the transactions contemplated by Company, whether or not any such representations, warranties or statements were made in writing or orally, except as expressly set forth for the benefit of the Seller in this Agreement.

Seller Representations. (a) Seller represents and warrants to Purchaser as followsthe following: (ai) Seller owns all Purchased Notes free is a duly organized and clear validly existing limited liability company under the laws of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions the State of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for Delaware (the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased Notes“Existence Representation”). (bii) Except as otherwise expressly contemplated in this Agreement, Seller has has, without notice to or consent or joinder of any other person or entity (other than as contemplated with the Loan Assumption and the Hotel Operating Agreement Assumption) the full right, power and authority to enter into and perform this Agreement, including full right, power and authority to sell and transfer the Purchased Notes Property to Purchaser without obtaining (the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or “Third Party Approval Representation”). (iii) any third party or other person. (c) The execution Seller’s execution, delivery and delivery performance of this Agreement by such Seller Agreement: (1) are within Seller’s power and authority and have been duly authorized; and (2) will not conflict with or, with or without notice or the performance by Seller passage of his, hertime, or its obligations pursuant to this Agreement will not both, result in a breach of any material violation of, or materially conflict with, of the terms and provisions of or constitute a material default under, any legal requirement, indenture, mortgage, loan agreement or instrument to which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation of by which Seller or any material mortgage, pledge, lien, encumbrance or charge upon any part of the Purchased NotesProperty is bound, other than pursuant subject to this Agreementsecuring and complying with the Loan Assumption and the Hotel Operating Agreement Assumption (the “Authority Representation”). (div) Upon delivery of and payment for the Purchased Notes Except as herein contemplatedset forth on Exhibit I attached hereto, Seller will convey to Purchaser good, valid and marketable title has not been served with written notice of any existing or threatened litigation with respect to the Purchased Notes free and clear of all liensProperty which could reasonably be expected to have a material, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities lawsadverse impact on the Property after the Closing. (ev) Seller has reviewed with Seller’s own tax advisors not received any written notice of any pending or threatened improvement liens, special assessments or condemnations against the federalReal Property by any governmental authority. (vi) Except as set forth on Exhibit J attached hereto, state Seller has not received any written notice of any violation of any ordinance, regulation, law or statute of any governmental agency pertaining to the Property or any portion thereof. (vii) There are no Tenant Leases other than those listed on Exhibit A-1 attached hereto. (viii) The rent roll for the Tenant Leases attached as Exhibit S hereto (the “Rent Roll”) contains a true and local tax consequences correct description of the transactions contemplated by this Agreement. Seller is not relying on any statements or representations of Purchaser or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise stated information with respect to the Tenant Leases as a result of the transactions contemplated date indicated thereon, the security deposits set forth on the Rent Roll are all of the security deposits for the Tenant Leases that are in the possession and control of the Seller, and there are no other security deposits required to be held or controlled by this AgreementSeller pursuant to the Tenant Leases. (ix) Seller has not entered into any Material Agreements (as defined on Exhibit V attached hereto) affecting or binding upon the Property and, to the actual knowledge of Seller, there are no Material Agreements affecting or binding upon the Property, in either case other than: (1) the Contracts listed in Exhibit A-2 attached hereto; (2) the Tenant Leases listed in Exhibit A-1 attached hereto;

Seller Representations. Seller represents and warrants to Purchaser as follows: (a) Seller owns all Purchased Notes free and clear of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment Except for the sale Tenant Leases, there are no outstanding leases, options to purchase, rights of all first refusal (except for the HEB ROFR which has been waived as to this transaction), letters of intent or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest rental agreements with respect to any of the Purchased NotesProperty. Seller has delivered to Purchaser true, correct, and complete copies of all Tenant Leases. (b) There are no Unpaid Leasing Commissions or Unpaid Allowances with respect to any portion of the Real Property except as disclosed on the certified Rent Roll, initially attached hereto as Exhibit “B-1” and as updated from time to time and at Closing. Exhibit “B-1” also includes a complete list of all Tenant Leases which have satisfied the Earnout Conditions as of the Effective Date. Seller has full power and authority to sell and transfer not received written notice from any Tenant of any construction defect in such Tenant’s leased premises which has not been corrected as of the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or other personEffective Date. (c) The execution person or persons executing this Agreement on behalf of Seller have full power and authority to execute this Agreement, and to bind Seller to the terms hereof. (d) Seller is a duly organized and validly existing limited liability company under the laws of the State of Texas. (e) Seller has, without notice to or consent or joinder of any other person or entity, the full right, power and authority to enter into and perform this Agreement, including full right, power and authority to sell the Property to Purchaser. (f) Seller’s execution, delivery and performance of this Agreement by such Seller Agreement: (i) are within Seller’s power and the performance by Seller of his, her, or its obligations pursuant to this Agreement authority and have been duly authorized; and (ii) will not result in any material violation of, or materially conflict with, or with or without notice or the passage of time, or both, result in a breach of any of the terms and provisions of or constitute a material default underunder any legal requirement, any indenture, mortgage, loan agreement or instrument to which Seller is a party or by which Seller is bound. (g) Seller has not been served with notice of any existing litigation with respect to the Property which would be binding upon Purchaser or the Property after the Closing, and to the knowledge of Seller, no such Seller’s charter documentslitigation has been threatened or asserted except as disclosed on Exhibit “P” attached hereto (the “Disclosure Exhibit”). (h) Except as disclosed by the Title Commitment, norSeller has not received any notice and has no knowledge of any pending improvement liens, special assessments or condemnations against the Property by any governmental authority. (i) Seller has not received any written notice of any violation of any ordinance, regulation, law or statute of any governmental agency pertaining to such the Property or any portion thereof or the operation thereof. (j) Seller has received no written notice (i) that the Property or the use thereof violates any covenants or restrictions encumbering the Property, (ii) of any material physical defect in the Improvements (including any written notice of defect with respect to the safety sprinklers installed therein), or (iii) from any insurance company or underwriter of any defect that would materially adversely affect the insurability of the Property or cause an increase in insurance premiums. (k) No portion of the Property has been designated or assessed for “agricultural use” or as “qualified open space land” within the meaning of Article VIII, Section 1-D or Section 1-D-1 of the Texas Constitution, or the statutes relating thereto which are codified under the Texas Tax Code, as amended. (l) To Seller’s knowledge, result in the creation Property is not the habitat or potential habitat of any material mortgagespecies of flora or fauna which is protected under any applicable laws pertaining to the protection of flora or fauna (including, pledgewithout limitation, lien, encumbrance or charge upon any federal Endangered Species Act) and the anticipated use of the Purchased Notes, other than pursuant to this AgreementProperty does not violate any regulations concerning endangered or threatened species of flora or fauna. (dm) Upon delivery Except for normal construction materials and processes used in the ordinary course of the construction of the Improvements in compliance with Environmental Laws (defined below), Seller has not manufactured, introduced, released or discharged from or onto the Property any Hazardous Materials or any toxic wastes, substances or materials (including, without limitation, asbestos), and payment Seller has not used the Property or any part thereof for the Purchased Notes as herein contemplatedgeneration, Seller will convey to Purchaser goodtreatment, valid and marketable title to the Purchased Notes free and clear of all liensstorage, encumbrances, equities, options, claims, charges and restrictions, handling or disposal of any nature whatsoeverHazardous Materials, other than restrictions under applicable securities laws. (e) Seller has reviewed with Seller’s own tax advisors in violation of any Environmental Laws. The term “Environmental Laws” includes without limitation the federal, state Resource Conservation and local tax consequences of Recovery Act and the transactions contemplated by this Agreement. Seller is not relying on any statements or representations of Purchaser or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result of the transactions contemplated by this Agreement.Comprehensive Environmental Response Compensation and Liability Act

Seller Representations. Seller represents Each of the Sellers jointly and warrants severally represent to Purchaser Buyer that the statements contained in this Section 3 are true and correct as followsof the date hereof and the Closing Date: (a) Such Seller owns is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Such Seller is duly authorized, and has the power and authority to, enter into this Agreement and consummate the transactions contemplated hereby. This Agreement is enforceable against such Seller in accordance with its terms. (b) Except as set forth on Section 3(b) of the Disclosure Schedules, the execution, delivery, and performance by such Seller of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (i) violate or conflict with any provision of the certificate of incorporation, by-laws, certificate of formation, operating agreement or other governing documents of such Seller; (ii) violate or conflict with any provision of any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, other requirement, or rule of law of any Governmental Authority (collectively, “Law”) or any order, writ, judgment, injunction, decree, stipulation, determination, penalty, or award entered by or with any Governmental Authority (“Governmental Order”) applicable to such Seller or the Purchased Assets; (iii) require the consent, notice, declaration, or filing with or other action by any Person or require any permit, license, or Governmental Order; (iv) violate or conflict with, result in the acceleration of, or create in any party the right to accelerate, terminate, modify, or cancel any contract to which such Seller is a party or by which such Seller is bound or to which any of the Purchased Assets are subject (including any Assigned Contract); or (v) result in the creation or imposition of any charge, claim, pledge, equitable interest, lien, security interest, restriction of any kind, or other encumbrance (“Encumbrance”) on the Purchased Assets. (i) Complete copies of the consolidated audited financial statements consisting of the balance sheet of Revolution as of June 30, 2021 (the “Balance Sheet Date”), (ii) the related statements of income and retained earnings, shareholders’ equity, and cash flow for the twelve (12) month period then ended, (iii) complete copies of the consolidated unaudited financial statements of the balance sheet of Revolution as of August 30, 2022, and (iv) the related statements of income and retained earnings for the eight (8) month period then ended (collectively, the “Financial Statements”) have been delivered to Buyer. Except for revenues, the Financial Statements have been prepared in accordance with (“GAAP”) applied on a consistent basis throughout the period involved. The Financial Statements are based on the books and records of each Seller, and fairly present the financial condition of the Purchased Assets as of the respective dates they were prepared and the corresponding results of the operations for the periods indicated. Except for revenues, each Seller maintains a standard system of accounting for the Purchased Assets established and administered in accordance with GAAP. (d) Except as set forth on Section 3(d) of the Disclosure Schedules, such Seller has no Liabilities with respect to the Purchased Assets, except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount. (e) Such Seller and its Affiliates have all licenses or permits necessary or appropriate for the ownership and operation of the Purchased Notes Assets. All such licenses and permits are valid and in full force and effect. Section 3(e) of the Disclosure Schedules lists all licenses and permits issued to such Seller or its Affiliates that are related to the ownership or operation of the Purchased Assets. No event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or limitation of any license or permit set forth on Section 3(e) of the Disclosure Schedules. (f) Such Seller has good and valid title to all the Purchased Assets, free and clear of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions Encumbrances. No portion of the assets contemplated to be transferred hereunder is owned or operated by any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for person or entity other than the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased NotesSellers. (bg) Seller has full power Each item of tangible personal property is structurally sound, is in good operating condition and authority repair, and is adequate for the uses to sell which it is being put, and transfer the Purchased Notes to Purchaser without obtaining the waiverno item of tangible personal property is in need of maintenance or repairs except for ordinary, consent, order routine maintenance and repairs that are not material in nature or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or other personcost. (ch) The execution Each contract included in the Purchased Assets (each, an “Assigned Contract”) is valid and delivery of this Agreement by binding on such Seller in accordance with its terms and the performance by is in full force and effect. Neither such Seller of his, her, or its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under), or has provided or received any notice of any intention to terminate, any Assigned Contract. No event or circumstance has occurred that would constitute an event of default under any Assigned Contract or result in a termination thereof. Complete and correct copies of each Assigned Contract (including all modifications, amendments, and supplements thereto and waivers thereunder) have been made available to Buyer. There are no material disputes pending or threatened under any Assigned Contract. (i) With respect to the creation Locations, no payment of rent or any material mortgageassessment by a Governmental Authority is past due. (j) Immediately after the consummation of the Purchase, pledgesuch Seller: (i) shall be solvent and (ii) will have adequate capital with which to engage in its business. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated hereby with the intent to hinder, liendelay or defraud either present or future creditors of such Seller. In connection with the transactions contemplated hereby, encumbrance or charge upon any such Seller has not incurred, nor plans to incur, debts beyond its ability to pay as they become absolute and matured. (k) Such Seller and its Affiliates has complied, and is now complying, with all Laws applicable to the ownership and use of the Purchased Notes, other than pursuant to this AgreementAssets. (dl) Upon delivery There is no Action pending or, to the knowledge of and payment for such Seller, threatened against such Seller: (i) relating to or affecting the Purchased Notes as herein contemplatedAssets or the Assumed Liabilities; or (ii) that challenge or seek to prevent, Seller will convey to Purchaser goodenjoin, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws. (e) Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences of or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (m) Since the Balance Sheet Date, such Seller has conducted its business operations in the normal course consistent with past practice the payment of obligations and the reporting under its Existing Credit Agreement. (n) Since the Balance Sheet Date and other than in the ordinary course of business consistent with past practice, there has not been any change, event, condition, or development that is, or could reasonably be expected to be, individually or in the aggregate, materially adverse to the ownership, operation or value of the Purchased Assets. (o) Since the Balance Sheet Date, such Seller has not amended or sought relief under its Existing Credit Agreement and such Seller is in compliance with and is not relying on in default under the Existing Credit Agreement. (p) Such Seller and its Affiliates’ ownership or operation of the Purchased Assets complies in all material respects with, and has since the date of formation of Revolution, complied in all material respects with, all Data Protection Requirements. (q) There has been no material violation of any statements Data Protection Requirement, including in connection with any failures, crashes, security breaches, unauthorized access, use or representations disclosure of, or other adverse incident related to, Personal Data that would require notification of Purchaser individuals, law enforcement, or any Governmental Authority, under any applicable Data Protection Requirement. (r) Neither such Seller nor any of its Affiliates have received any subpoenas, demands, or other written notices from any Governmental Authority investigating, inquiring into, or otherwise relating to any actual or potential violation of any Data Protection Law and, to the knowledge of such Seller, neither such Seller nor any of its Affiliates is under investigation by any Governmental Authority for any actual or potential violation of any Data Protection Law. No written notice, complaint, claim, enforcement action, or litigation of any kind has been served on, or initiated against such Seller or any of its agents. Affiliates alleging any material violations of any Data Protection Requirement, including in connection with any failures, crashes, security breaches, unauthorized access, use or disclosure of, or other adverse incident related to, Personal Data. (s) Such Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result and its Affiliates have implemented and maintained reasonable security procedures and practices appropriate to the nature of the transactions contemplated by this information in order to protect (i) the operation, confidentiality, integrity, and security of the software, systems, and websites that are involved in the collection and/or processing of Personal Data in connection with the ownership or operation of the Purchased Assets and (ii) Personal Data in the possession and/or control of such Seller of any of its Affiliates in connection with the ownership or operation of the Purchased Assets from unauthorized use, access, disclosure, and modification. (t) To the knowledge of such Seller, there has been no material violation of any Data Protection Requirement applicable to ownership or operation of the Purchased Assets, including in connection with any failures, crashes, security breaches, unauthorized access, use or disclosure of, or other adverse incident related to, Personal Data that would require notification of individuals, law enforcement, or any Governmental Authority, under any applicable Data Protection Requirement. (u) The outstanding principal amount under the Existing Credit Agreement as of the Closing is approximately $8,000,000. (v) As of the Closing, no Collateral Shortfall (as defined in the Existing Credit Agreement) exists that would require the Borrower (as defined in the Existing Credit Agreement) to take any of the actions specified in Section 2.05(a) of the Existing Credit Agreement.

Seller Representations. The Seller represents and warrants to the Purchaser as follows:set forth in this Section 2.1. (a) The Seller owns is duly formed, validly existing and in good standing under the Laws of Delaware with all Purchased Notes free requisite power and clear of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect authority required to the Purchased Notesconduct its business as presently conducted. (b) The Seller has full all requisite limited liability company power and authority to sell execute and transfer deliver this Agreement and all agreements, documents and instruments to be executed and delivered by the Purchased Notes Seller to the Purchaser without obtaining pursuant hereto and thereto (collectively, the waiver“Seller Transaction Documents”) and to perform its obligations under the Seller Transaction Documents. The execution and delivery by the Seller of the Seller Transaction Documents and the performance by the Seller of its obligations thereunder have been duly authorized by all requisite limited liability company action of the Seller. No other action on the part of the Seller or its members is necessary to authorize the execution, consent, order or approval delivery and performance by the Seller of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or other personthe Seller Transaction Documents. (c) The This Agreement has been, and upon their execution the other Seller Transaction Documents will have been, duly executed and delivered by the Seller. Assuming the Purchaser Transaction Documents (as defined below) have been duly authorized, executed and delivered by the Purchaser, this Agreement constitutes, and upon their execution each of the other Seller Transaction Documents will constitute, the legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with their terms, except to the extent that the enforceability thereof may be limited by: (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies; and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Law. (d) Other than (w) (x) the GE Documents, (y) filings required by Section 13 or Section 16 of the Exchange Act (which the Seller shall file with the SEC when and as the same is due) and (z) Client Consents, the execution and delivery of this Agreement the Seller Transaction Documents by such the Seller and the performance by the Seller of hisits obligations thereunder do not and will not: (i) violate any provision of the Constituent Documents of the Seller; and (ii) (A) conflict with or violate any applicable Law of any Governmental Authority having jurisdiction over the Seller or any part of the properties or assets of the Seller, her(B) require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, breach or constitute a material default underunder (in each case with or without notice, the passage of time or both), any agreement Contract, permit or authorization to which the Seller is a party or such Seller’s charter documentsby which any of its properties or assets is bound, nor, to such Seller’s knowledge, (C) result in the creation or imposition of any material mortgage, pledge, lien, encumbrance or charge upon Lien on any part of the Purchased Notes, other than pursuant to this Agreement. (d) Upon delivery of and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws. (e) Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences properties or assets of the transactions contemplated by this Agreement. Seller, (D) violate any Order binding on the Seller is not relying on any statements or representations of Purchaser or any part of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result of the transactions contemplated by this Agreementproperties or assets, and (E) otherwise require any Governmental Approvals or any Third Party Consents.

Seller Representations. Seller Each of the Sellers hereby, severally and not jointly, represents and warrants to the Purchaser as followsto such Seller as of the Initial Closing Date and each Closing Date on which such Seller sells Mortgage Loans hereunder: (a) If the Seller owns all Purchased Notes free is Washington Mutual Bank, FA, the Seller is a federally chartered savings association, duly organized, validly existing and clear in good standing under the laws of all liensthe United States. If the Seller is Washington Mutual Bank fsb, pledgesthe Seller is a savings bank, encumbrancesduly organized, security agreementsvalidly existing and in good standing under the laws of the United States. If the Seller is Washington Mutual Bank, equitiesthe Seller is a Washington state chartered stock savings bank, optionsduly organized, claims, charges validly existing and restrictions in good standing under the laws of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale State of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased NotesWashington. (b) The Seller has full the corporate power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to enter into, execute and transfer deliver this Agreement, the Purchased Notes Assignment and Conveyance and all documents and instruments executed and delivered pursuant hereto and to Purchaser without obtaining perform its obligations in accordance therewith. The execution, delivery and performance of this Agreement by the waiverSeller and the consummation of the transactions contemplated hereby, consenthave been duly and validly authorized. This Agreement, order or approval the Assignment and Conveyance and all other documents and instruments contemplated hereby, in each case assuming due authorization, execution and delivery by the Purchaser, evidence the valid, binding and enforceable obligations of the Seller, subject as to enforcement, (i) except as has otherwise been obtained to bankruptcy, insolvency, receivership, conservatorship, reorganization, arrangement, moratorium, and other laws of general applicability relating to or as otherwise provided for in this Agreement, Amicus International, affecting creditor's rights and (ii) any state to general principles of equity, whether such enforcement is sought in a proceeding in equity or federal governmental authority, or (iii) any third party or other personat law. 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. (c) The execution and delivery No consent, approval, authorization, or order of any court or governmental agency or body relating to the transactions contemplated by this Agreement by such Seller and the performance by transfer of legal title to the Mortgage Loans to the Purchaser, is required as to the Seller of hisor, herif required, such consent, approval, authorization, or its obligations pursuant order has been or shall, prior to this Agreement will not result in the Effective Date, be obtained, except for any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation recordations of any material mortgage, pledge, lien, encumbrance or charge upon any Assignments of the Purchased Notes, other than Mortgages to or for the benefit of the Purchaser pursuant to this Agreement. (d) Upon delivery of and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws. (e) Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences The consummation of the transactions contemplated by this Agreement. Seller is not relying on any statements or representations of Purchaser or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result , including without limitation the transfer and assignment of the transactions contemplated by Mortgage Loans to or for the benefit of the Purchaser pursuant to this Agreement and the fulfillment of or compliance with the terms and conditions of this Agreement, are in the ordinary course of business of the Seller and shall not (i) result in the breach of any term or provision of the charter or by-laws of the Seller, (ii) result in the breach of any term or provision of, or conflict with or constitute a default under, or result in the acceleration of any obligation under, any material agreement, indenture, loan or credit agreement or other instrument to which the Seller or its property is subject, or (iii) result in the violation of any law, rule, regulation, order, judgment, or decree to which the Seller or its property is subject. (e) There is no action, suit, proceeding or investigation pending or, to the best of the Seller's knowledge, threatened against the Seller which is likely (in the Seller's judgment) to materially and adversely affect the sale of the Mortgage Loans, or which would be likely to materially impair the ability of the Seller to perform its obligations under the terms of this Agreement.

Seller Representations. Each Seller hereby represents and warrants severally, and not jointly, to the Purchaser as of the date hereof and on the Closing Date as follows: (a) Seller owns is a corporation organized, validly existing and in good standing under the laws of the state of its incorporation and is duly licensed or qualified to conduct its business as currently conducted in all Purchased Notes free and clear of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions of any nature whatsoever, jurisdictions where a Mortgaged Property is located except any restrictions under applicable state and federal securities laws, and has where the failure to be so licensed or qualified would not previously entered into any commitment for the sale of all have a material adverse effect on its business or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased Notes.operations; (b) Seller has full power and authority to sell execute, deliver and transfer the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in perform this Agreement, Amicus Internationaland to enter into and consummate all transactions contemplated herein, (ii) any state or federal governmental authorityincluding authority to sell, transfer and repurchase the Mortgage Loans. All necessary corporate, regulatory, or (iii) any third party other similar action has been taken to authorize and empower Seller and the officers or other person.representatives acting on Seller’s behalf to execute, deliver and perform this Agreement; (c) The execution and delivery of this Agreement by such Seller and the performance of or compliance with the terms and conditions hereof by Seller of his, her, or its obligations pursuant to this Agreement will not result in a material breach of any term or provision of its charter or by laws or result in the material violation breach of any term or provision of, or materially conflict with, with or constitute a material default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which Seller it is a party or such Seller’s charter documentsits property is subject, nor, to such Seller’s knowledge, or result in the creation violation in any material respect of any material mortgagelaw, pledgerule, lienregulation, encumbrance order, judgment or charge upon decree to which it or its property is subject as any of such law, rule, regulation, order, judgment or decree exists on the Purchased Notes, other than pursuant to this Agreement.Closing Date; (d) Upon delivery The transfer, assignment and conveyance of the Mortgage Notes and payment for the Purchased Notes as herein contemplated, Seller will convey Mortgages pursuant to Purchaser good, valid and marketable title this Agreement are not subject to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of bulk transfer or any nature whatsoever, other than restrictions under similar statutory provisions in effect in any applicable securities laws.jurisdiction; (e) Seller has reviewed duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of Seller enforceable against Seller according to its terms and conditions set forth herein, except as such enforcement may be limited by bankruptcy, reorganization, insolvency, receivership, moratorium or other laws relating to the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); (f) Seller has retained no broker or finder in connection with this transaction or the transactions contemplated hereby except for Xxxxxx Xxxxxxx & Co. Incorporated who is acting as Seller’s own tax advisors financial advisor, and Seller shall be solely responsible for any fees and expenses owed or payable to Xxxxxx Xxxxxxx & Co. Incorporated with respect to the federaltransactions contemplated hereby; (g) MorEquity, state Inc. and local tax consequences American General Financial Services of Arkansas, Inc. are members of MERS in good standing; (h) No consent, approval, authorization or order of any court or government body is required for the execution, delivery and performance by Seller of or compliance by Seller with this Agreement, the sale of the Mortgage Loans to the Purchaser or the consummation of the transactions contemplated by this Agreement or if required, such consent, authorization, order or approval shall have been obtained prior to the Closing Date; and (i) There are no actions or proceedings against, or investigations of, Seller before any court, administrative agency or other tribunal (A) that prohibit it from entering into this Agreement, (B) that are reasonably likely to prohibit or materially and adversely affect the performance by Seller of its obligations under, or the validity or enforceability of, this Agreement or (C) that are reasonably likely to have a material adverse effect on the financial condition of Seller. The Seller is not relying on in default with respect to any statements order of any court, administrative agency, arbitrator or representations of Purchaser or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise governmental body so as a result of to materially and adversely affect the transactions contemplated by this Agreement.

Seller Representations. Each Seller acknowledges, represents and warrants to Purchaser the Company, severally as followsto itself and not as to any other Seller, that: (a) JPM Capital is a limited partnership validly existing under the laws of the State of Delaware. The Seller owns all Purchased Notes free has full and clear of all liensadequate right, pledgespower, encumbrancescapacity and authority to enter into, security agreementsexecute, equities, options, claims, charges deliver and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased Notesperform this Agreement. (b) 60 LP is a limited partnership validly existing under the laws of the State of Delaware. The Seller has full power and adequate right, power, capacity and authority to sell enter into, execute, deliver and transfer the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in perform this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or other person. (c) The execution and delivery of this Agreement by such Seller and the performance by Seller of his, her, or its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller BHCA is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in limited partnership validly existing under the creation of any material mortgage, pledge, lien, encumbrance or charge upon any laws of the Purchased NotesState of Delaware. The Seller has full and adequate right, other than pursuant power, capacity and authority to enter into, execute, deliver and perform this Agreement. (d) Upon delivery of This Agreement has been duly executed and payment for delivered by the Purchased Notes as herein contemplated, Seller will convey to Purchaser goodand constitutes the legal, valid and marketable title to binding obligation of the Purchased Notes free and clear of all liensSeller, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities lawsenforceable against the Seller in accordance with its terms. (e) The Seller is the record and beneficial owner of the Shares set forth opposite the Seller’s name on Schedule I, and upon the Closing will transfer to the Company, good and marketable title to all of the Shares owned by such Seller, free and clear of any liens, claims, security interests, restrictions, options or other encumbrances of any kind. The Seller has reviewed not granted any option of any sort with Seller’s own tax advisors respect to the federal, state and local tax consequences Shares owned by such Seller or any right to acquire the Shares owned by such Seller or any interest therein other than to the Company under this Agreement. (f) The transfer of the transactions contemplated Shares owned by the Seller will not conflict with, result in a breach or violation of, or constitute a default under, any law applicable to the Seller or the limited partnership agreement of the Seller or the terms of any indenture or other agreement or instrument to which such Seller is a party or bound, or any judgment, order or decree applicable to such Seller of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Seller. (g) No consent, approval, authorization or order of any court or governmental agency or body is required for the consummation by such Seller of the sale of the Shares owned by such Seller hereunder. (h) The Seller has independently investigated and evaluated the value of the Shares owned by such Seller and the financial condition and affairs of the Company without reliance upon any information from the Company or its affiliates other than what is available publicly. Neither the Company, nor any of its affiliates, attorneys, accountants or financial or other advisors has furnished any information to the Seller that was used by the Seller in determining to transfer the Shares owned by such Seller, other than such information as is contained in this Agreement. Based upon its independent analysis of such information, together with information obtained from sources other than the Company and its affiliates, the Seller has reached its own business decision to effect the sale of Shares owned by such Seller contemplated hereby. The Seller is not relying on in possession of any statements material non-public information that would preclude the Seller from transferring the Shares owned by such Seller hereunder in compliance with the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or representations that would cause the transfer of Purchaser the Shares owned by such Seller hereunder to violate the Securities Act or the Exchange Act. (i) The Seller is sophisticated and capable of understanding and appreciating, and does understand and appreciate, that future events may occur that will increase the price of the Shares owned by such Seller, and that the Seller would be deprived of the opportunity to participate in any gain that might have resulted if such Seller had not transferred the Shares owned by such Seller to the Company hereunder. (j) The Seller has not engaged any investment banker, broker, or finder in connection with the repurchase of Shares hereunder and no broker’s or similar fee is payable by the Seller or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result affiliates in connection with the transfer of the transactions contemplated Shares owned by such Seller hereunder. (k) The Seller has not taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company in connection with the transfer of the Shares owned by such Seller hereunder. (l) Except for the express representations and warranties contained in this Agreement, neither the Company, nor any of its affiliates, attorneys, accountants and financial and other advisors, has made any representations or warranties to the Seller.

Seller Representations. Seller represents or Receiver, as the case may be, severally and warrants not jointly, represent and warrant to Purchaser Buyer as of the Closing Date as follows: (a) Seller owns Each of FHEP and Receiver are corporations duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania. Receiver has full power and lawful authority, subject only to the approval of the Court, to enter into this Agreement and all Purchased Notes free and clear of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities lawsRelated Agreements, and has not previously entered into any commitment for consummate the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased Notestransactions contemplated hereby and thereby. (b) The execution, delivery and performance of this Agreement and the Related Agreements by Seller has full power have each been duly authorized and authority to sell approved by the Court. This Agreement constitutes, and transfer when executed by Receiver, on behalf of Seller, the Purchased Notes to Purchaser without obtaining Related Agreements each will constitute, the waiverlegal, consentvalid and binding obligation of Seller, order or approval enforceable in accordance with their respective terms. Seller's execution, delivery and performance of this Agreement and the Related Agreements will not (i) except as has otherwise been obtained constitute a violation of any order, judgment or as otherwise provided for in this Agreementdecree by which Seller is bound or affected, Amicus Internationalor a breach or violation of any law, rule or regulation, or (ii) result in a breach or default under any state of the Purchased Assets or federal governmental authoritythe creation of any lien or charge thereon. Receiver is the duly authorized, or (iii) any third party or other personcourt-appointed receiver for Seller. Mark DuMars is a duly authorixxx xxxxxxx of Receiver. (c) The execution and No consent, license, approval or authorization of, or filing, registration or waiver or other action by, any governmental authority or any third party is or will be required in connection with the execution, delivery of this Agreement by such Seller and the or performance by Seller of his, her, or its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, or constitute the Related Agreements except those consents which Seller shall deliver to Buyer before Closing. (d) Exhibit 4.1(d) sets forth a material default under, any agreement complete list of all of the Processing Merchant Agreements to which Seller is a party and details regarding all of the ATMs owned by Seller and in use at locations covered under the Merchant Agreements, all of which are being sold to Buyer hereunder. Seller has delivered to Buyer a true and correct copy of each contract included in the Purchased Assets. Each contract included in the Purchased Assets is valid and enforceable in accordance with its terms against Seller and, to the best of Seller's knowledge, against the other party or such parties thereto. Except as set forth on Schedule 4.1(d), there is no suit or proceeding pending or, to the best of Seller’s charter documents's knowledge, threatened, relating in any way to, any contract included in the Purchased Assets, or that could otherwise impair Seller's ability to perform its obligations hereunder. Neither Seller nor, to such the best of Seller’s 's knowledge, result any other party thereto is in breach of or in default under any contract included in the creation Purchased Assets nor has any notice or claim with respect to any breach or default thereunder been given, except for the breach by FHEP of its obligations to pay investors in FHEP's contracts described as franchises and partnerships their monthly investment income. Receiver has not made any material mortgage, pledge, lien, encumbrance oral representations or charge upon warranties to any of person with respect to the Purchased NotesAssets, nor has it offered to provide any services other than what has already been stated in the Merchant Agreements and other than pursuant to this Agreement. (d) Upon delivery of and payment for previously disclosed discussions with Parkhurst regarding the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities lawsEat `x' Xxxx Xgreement. (e) Set forth on Exhibit 4.1(e) is a calculation of an estimate of the average monthly income generated by transactions for ATMs processed under the Merchants Agreements. The estimate is based upon the (i) average surcharge transactions per location, (ii) average total transactions per location, and (iii) the average interchange revenue for total number of transactions for each reporting period. Seller represents that, to the best of its knowledge, the average monthly transactions, surcharge revenues, and interchange revenues reflected on Exhibit 4.1(e) are true and accurate averages for each such item, all as calculated from April 1, 2003 through March 31, 2004. (f) To the best of Seller's knowledge, all financial information relating to the Purchased Assets that has reviewed been provided by Seller in accordance with the historical methods of accounting consistently applied by Family Heritage. Neither Seller nor Receiver makes any representation that Seller’s own tax advisors 's historical accounting practices comply with GAAP or any other applicable accounting standard. (g) To the federalbest of Seller's knowledge, neither this Agreement nor any schedules, certificates or other document or information provided by Seller to Buyer in connection with this Agreement or the Related Agreements or the transactions contemplated hereby contains or will contain any untrue statement of a material fact or omits to state a material fact necessary to make the statements so made not misleading, at the time such statements were made and local tax consequences through the time of the Closing Date. (h) Neither the Seller, nor any of its shareholders, officers, employers or agents, has employed any financial advisor, broker or finder or incurred any liability for any financial advisory, brokerage or finder's fee or commission in connection with this Agreement, the Related Agreements or the transactions contemplated by this Agreement. such agreements for which Buyer could become liable or obligated. (i) Seller is has not relying received any proceeds from the ATM processors with respect to the Purchased Assets that relate in whole or part to any period after the Closing Date. (j) To the best of Seller's knowledge, the persons listed on any statements or representations of Purchaser or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result of the transactions contemplated by this Agreement.Exhibit 4.1

Seller Representations. Seller warrants and represents that as of the Effective Date and warrants to Purchaser as followson the Closing Date: (a) i. To Seller’s actual knowledge, other than Seller owns all Purchased Notes and rights pursuant to the Lease Purchase Agreement, there are no tenants, licensees, occupants, or other parties in possession of the Property and the City shall have possession of the Property free and clear of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions of any nature whatsoevertenants, except any restrictions under applicable state and federal securities lawslicensees, and occupants, or other parties in possession of the Property; and ii. Except for the Lease Purchase Agreement, Seller has not previously entered into executed any commitment leases, licenses, or occupancy agreements for the sale of all Property or part of such Purchased Notes or otherwise conveyed or encumbered any portion thereof; and iii. To Seller’s interest actual knowledge, there is no known condition existing with respect to the Purchased Notes.Property or its operation, that violates any law, rule regulation, code or ruling of the local jurisdiction, the State of Colorado, the United States, or any agency or court thereof; and (b) iv. There is no pending or, to Seller’s actual knowledge, threatened litigation, proceeding, or investigation by any governmental authority or any other person affecting the Property; and v. If Xxxxxx has been able to obtain title to the Property from the Trustee, Seller will be the owner of all improvements, real or personal, on the Property and, subject to title to the Property being conveyed from the Trustee to Seller, Seller warrants to the City that it is the lawful seller of all other improvements located in or on the Property and is entitled to the Purchase Price allocable to such items as compensation for the same; and vi. To Seller’s actual knowledge, there are no claims of possession not shown by record, as to any part of the Property; and vii. With respect to environmental matters, except as previously disclosed herein or in the Property Information: 1. No part of the Property has been used as a landfill by Seller; 2. Seller has full power not placed asbestos-contaminated soils within the Property; 3. Seller has not caused and authority will not cause the release of any hazardous substances or toxic substances on the Property in violation of environmental laws; 4. Seller has received no written notification that the Property is subject to sell and transfer the Purchased Notes to Purchaser without obtaining the waiverany federal, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authoritylocal lien, proceedings, claim, liability or action for the cleanup, removal, or (iii) remediation of any third party hazardous substances or other person.toxic substances from the Property; and (c) The execution and delivery 5. Seller has not installed any gasoline or oil storage tanks on or beneath the Property. For purposes of this Agreement by such Seller and each of the performance by Seller documents executed in connection herewith, Seller’s “actual knowledge”, “to Seller’s actual knowledge” or words of his, her, or its obligations pursuant similar meaning shall specifically mean and be limited to the current and actual knowledge of The individual signing this Agreement will not result in on behalf of Seller, without investigation or inquiry, and no knowledge of any material violation ofother person, actual or materially conflict withconstructive, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, shall be imputed to such Seller’s knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon any of the Purchased Notes, other than pursuant to this Agreement. (d) Upon delivery of and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws. (e) Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences of the transactions contemplated by this Agreementperson. Seller is not relying on any statements or representations of Purchaser or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result of the transactions contemplated by this Agreement.The individual who has

Seller Representations. Each Seller acknowledges, represents and warrants to Purchaser the Company, severally as followsto itself and not as to any other Seller, that: (a) Such Seller owns all Purchased Notes free is a corporation, non-profit corporation, trust, limited partnership, general partnership or limited company, as applicable, validly existing under the laws of its jurisdiction of organization. Such Seller has full and clear of all liensadequate right, pledgespower, encumbrancescapacity and authority to enter into, security agreementsexecute, equities, options, claims, charges deliver and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased Notesperform this Agreement. (b) This Agreement has been duly authorized, executed and delivered by such Seller has full power and authority to sell constitutes the legal, valid and transfer the Purchased Notes to Purchaser without obtaining the waiverbinding obligation of such Seller, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for enforceable against such Seller in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or other personaccordance with its terms. (c) The execution Such Seller is the record and delivery beneficial owner of this Agreement the shares of the Company’s Common Stock set forth opposite such Seller’s name on Schedule I, and upon the Closing will transfer to the Company, good and marketable title to all of the Shares owned by such Seller, free and clear of any liens, claims, security interests, restrictions, options or other encumbrances of any kind. Such Seller has not granted any option of any sort with respect to the Shares owned by such Seller and or any right to acquire the performance Shares owned by such Seller of his, her, or its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon any of the Purchased Notes, interest therein other than pursuant to the Company under this Agreement. (d) Upon delivery The transfer of and payment for the Purchased Notes as herein contemplated, Shares owned by such Seller will convey not conflict with, result in a breach or violation of, or constitute a default under, any law applicable to Purchaser goodsuch Seller or the limited partnership agreement, valid and marketable title to the Purchased Notes free and clear of all liensgeneral partnership agreement or other organizational document, encumbrances, equities, options, claims, charges and restrictionsas applicable, of such Seller or the terms of any nature whatsoeverindenture or other agreement or instrument to which such Seller is a party or bound, other than restrictions under or any judgment, order or decree applicable securities lawsto such Seller of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over such Seller. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the consummation by such Seller of the sale of the Shares owned by such Seller hereunder. (f) The Seller has reviewed with Seller’s own tax advisors independently investigated and evaluated the federal, state and local tax consequences value of the transactions Shares owned by such Seller and the financial condition and affairs of the Company without reliance upon any information from the Company or its affiliates other than what is available publicly. Based upon its independent analysis, together with information obtained from sources other than the Company and its affiliates, such Seller has reached its own business decision to effect the sale of Shares owned by such Seller contemplated by this Agreementhereby. Such Seller is not relying on in possession of any statements material non-public information that would preclude such Seller from transferring the Shares owned by such Seller hereunder in compliance with the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or representations that would cause the transfer of Purchaser the Shares owned by such Seller hereunder to violate the Securities Act or the Exchange Act. (g) Such Seller is sophisticated and capable of understanding and appreciating, and does understand and appreciate, that future events may occur that will increase the price of the Shares owned by such Seller, and that such Seller would be deprived of the opportunity to participate in any gain that might have resulted if such Seller had not transferred the Shares owned by such Seller to the Company hereunder. (h) Such Seller has not engaged any investment banker, broker, or finder in connection with the repurchase of Shares hereunder and no broker’s or similar fee is payable by such Seller or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result affiliates in connection with the transfer of the transactions contemplated Shares owned by such Seller hereunder. (i) Such Seller has not taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company in connection with the transfer of the Shares owned by such Seller hereunder. (j) Except for the express representations and warranties contained in this Agreement, neither the Company, nor any of its affiliates, attorneys, accountants and financial and other advisors, has made any representations or warranties to such Seller.

Seller Representations. The Seller acknowledges, represents and warrants to Purchaser as followsthe Purchasers on the date hereof and on the Settlement Date that: (a) The Seller owns all Purchased Notes free is a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands. The Seller has full and clear of all liensadequate right, pledgespower, encumbrancescapacity and authority to enter into, security agreementsexecute, equities, options, claims, charges deliver and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and perform this Agreement. The Seller has not previously entered into any commitment a Power of Attorney for the sale and delivery of all or part the Shares to be sold by the Seller (the “Power of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect Attorney”) and has the full and adequate right, power, capacity and authority to enter into, execute, deliver and perform the Purchased NotesPower of Attorney. (b) This Agreement and the Power of Attorney, as applicable, have been duly authorized, executed and delivered by the Seller has full power and authority constitute the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with their terms, except to sell and transfer the Purchased Notes to Purchaser without obtaining the waiverextent that enforcement thereof may be limited by bankruptcy, consentinsolvency, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party reorganization or other personlaws affecting enforcement of creditors’ rights or by general equitable principles. (c) The execution and delivery of this Agreement by such Seller and the performance by Seller of his, her, or its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, the record and beneficial owner of the Shares to such Seller’s knowledge, result be sold by it in the creation Offering. The Seller has not granted any option of any material mortgage, pledge, lien, encumbrance sort with respect to the Shares or charge upon any of right to acquire the Purchased Notes, Shares or any interest therein other than pursuant to the Purchasers under this Agreement. (d) Upon delivery The transfer of and payment for the Purchased Notes as herein contemplatedShares to be sold by the Seller in the Offering will not conflict with, Seller will convey to Purchaser goodresult in a breach or violation of, valid and marketable title or constitute a default under, (i) any law applicable to the Purchased Notes free and clear Seller or, (ii) the organizational documents of all liens, encumbrances, equities, options, claims, charges and restrictions, the Seller or (iii) the terms of any nature whatsoeverindenture or other agreement or instrument to which the Seller is a party or bound, or any judgment, order or decree applicable to the Seller of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Seller, except in the cases of (i) and (iii), for any such conflict, breach, violation or default that would not materially and adversely affect the sale of the Shares and the consummation of the transactions contemplated herein; provided that no warranty is made with respect to the antifraud provisions of federal and state securities laws other than restrictions under applicable securities lawsas expressly set forth elsewhere herein. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the consummation by the Seller of the sale of the Shares in the Offering. (f) The Seller has reviewed not engaged any investment banker, broker, or finder in connection with Sellerthe Offering, and no broker’s own tax advisors or similar fee is payable by the federal, state and local tax consequences of the transactions contemplated by this Agreement. Seller is not relying on any statements or representations of Purchaser or any of its agentsaffiliates in connection with the transfer of the Shares owned by the Seller hereunder. (g) Upon (i) payment by the respective Purchaser for the Transferred Shares to be sold by the Seller to such Purchaser pursuant to this Agreement; (ii) the Company registering Cede & Co. ("Cede"), or such other nominee as may be designated by the Depository Trust Company (“DTC”), as the registered owner of such Transferred Shares in the Company's share registry; (iii) the crediting of the Transferred Shares on the books of DTC to (A) the securities account of the Purchaser at DTC (if such Purchaser is a member of DTC) or (B) the securities account of a securities intermediary (that is a member of DTC) of such Purchaser ("Purchaser's Intermediary") that further credits the Transferred Shares to a securities account of the Purchaser maintained by the Purchaser's Intermediary, the Purchaser will acquire, under Section 8-501 of the Uniform Commercial Code as in effect from time to time in the State of New York (the “UCC”), security entitlements in respect of such Transferred Shares. Assuming that neither DTC, the Purchaser's Intermediary (if applicable) nor the Purchaser has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) with respect to such Transferred Shares, an action based on an adverse claim to the financial asset consisting of the Transferred Shares held by DTC, whether such action is framed in conversion, replevin, constructive trust, equitable lien, or other theory, may not be successfully asserted against the respective Purchaser of such Transferred Shares; for purposes of this representation, the Seller understands has assumed that Seller shall when such payment, delivery and crediting occur, (x) such Transferred Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be solely responsible for Seller’s own tax liability that may arise registered as a result “clearing corporation” within the meaning of Section 8-102 of the transactions contemplated by UCC and (z) appropriate entries to the accounts of each Purchaser on the records of DTC and/or each Purchaser’s Intermediary will have been made pursuant to the UCC. (h) Except for the express representations and warranties contained in this Agreement, neither the Purchasers, nor any of their respective affiliates, attorneys, accountants and financial and other advisors, has made any representations or warranties to the Seller.

Seller Representations. Seller Each Seller, severally and not jointly, acknowledges, represents and warrants to Purchaser as followsthe Purchasers on the date hereof and on the Settlement Date that: (a) Such Seller owns all Purchased Notes free is a limited partnership and clear is validly existing under the laws of all liensthe Cayman Islands. Such Seller has full and adequate right, pledgespower, encumbrancescapacity and authority to enter into, security agreementsexecute, equities, options, claims, charges deliver and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and perform this Agreement. Each Seller that has not previously entered into any commitment a Power of Attorney for the sale and delivery of all or part the Shares to be sold by such Seller (the “Power of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect Attorney”) has the full and adequate right, power, capacity and authority to enter into, execute, deliver and perform the Purchased NotesPower of Attorney. (b) This Agreement and the Power of Attorney, as applicable, have been duly authorized, executed and delivered by such Seller has full power and authority constitute the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with their terms, except to sell and transfer the Purchased Notes to Purchaser without obtaining the waiverextent that enforcement thereof may be limited by bankruptcy, consentinsolvency, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party reorganization or other personlaws affecting enforcement of creditors’ rights or by general equitable principles. (c) The execution Such Seller is the record and delivery beneficial owner of this Agreement the Shares to be sold by such Seller it in the Offering, and upon the performance by Seller of hisClosing will transfer to the Purchasers, hergood and marketable title to, or its obligations pursuant to this Agreement will not result a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in any material violation respect of, all such Shares, free and clear of any liens, claims, security interests, restrictions, options or materially conflict with, or constitute a material default under, other encumbrances of any agreement to which kind. Such Seller is a party or such Seller’s charter documents, nor, has not granted any option of any sort with respect to such Seller’s knowledge, result in the creation of Shares or any material mortgage, pledge, lien, encumbrance right to acquire such Shares or charge upon any of the Purchased Notes, interest therein other than pursuant to the Purchasers under this Agreement. (d) Upon delivery The transfer of the Shares to be sold by such Seller in the Offering will not conflict with, result in a breach or violation of, or constitute a default under, (i) any law applicable to such Seller or, (ii) the limited partnership agreement, general partnership agreement or other organizational document, as applicable, of such Seller or (iii) the terms of any indenture or other agreement or instrument to which such Seller is a party or bound, or any judgment, order or decree applicable to such Seller of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over such Seller, except in the cases of (i) and payment (iii), for any such conflict, breach, violation or default that would not materially and adversely affect the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid sale of the Shares and marketable title the consummation of the transactions contemplated herein; provided that no warranty is made with respect to the Purchased Notes free antifraud provisions of federal and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, state securities laws other than restrictions under applicable securities lawsas expressly set forth elsewhere herein. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the consummation by such Seller of the sale of the number of Shares to be sold by such Seller in the Offering. (f) Such Seller has reviewed not engaged any investment banker, broker, or finder in connection with Sellerthe Offering, and no broker’s own tax advisors the federal, state and local tax consequences of the transactions contemplated or similar fee is payable by this Agreement. such Seller is not relying on any statements or representations of Purchaser or any of its agents. affiliates in connection with the transfer of the Shares owned by such Seller understands hereunder. (g) Upon payment for the Shares to be sold by such Seller pursuant to this Agreement, delivery of such Shares, as directed by the Purchasers, to Cede & Co. (“Cede”) or such other nominee as may be designated by DTC, registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities account of the Purchasers or their respective brokers (assuming that neither DTC nor the Purchasers or their respective brokers have notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) under Section 8-501 of the UCC, the Purchasers will acquire a valid security entitlement in respect of such Shares and (B) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be successfully asserted against the Purchaser with respect to such security entitlement; for purposes of this representation, such Seller shall may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be solely responsible for Seller’s own tax liability that may arise registered as a result “clearing corporation” within the meaning of Section 8-102 of the transactions contemplated by UCC and (z) appropriate entries to the accounts of the Purchasers on the records of DTC will have been made pursuant to the UCC. (h) Except for the express representations and warranties contained in this Agreement, neither the Purchasers, nor any of their respective affiliates, attorneys, accountants and financial and other advisors, has made any representations or warranties to such Seller.

Seller Representations. Seller represents and warrants to Purchaser as follows: (a) Seller owns all the Purchased Notes Note free and clear of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions of any nature whatsoever, except any restrictions under the terms of the Purchased Note or applicable state and federal securities laws, and has not previously entered into any commitment for the sale of all or part of such the Purchased Notes Note or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased NotesNote. (b) Seller has full power and authority to sell and transfer the Purchased Notes Note to Purchaser without obtaining the waiver, consent, order or approval of of, (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iiiii) any third party or other person; provided no representation is made hereunder with respect to any securities laws of any jurisdiction or with respect to any waiver, consent, order or approval required of Amicus International, Purchaser or any of their affiliates. (c) The execution and delivery of this Agreement by such Seller and the performance by Seller of his, her, or its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation under any agreement or instrument to which Seller is a party of any material mortgage, pledge, lien, encumbrance or charge upon any of the Purchased NotesNote, other than pursuant to this Agreement. (d) Upon delivery of and payment for the Purchased Notes Note as herein contemplated, Seller will convey to Purchaser good, good and valid and marketable title to the Purchased Notes Note free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under the terms of the Purchased Note and applicable securities laws. (e) Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences of the transactions contemplated by this Agreement. Seller is relying solely on such advisors and not relying on any statements or representations of Purchaser or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result of the transactions contemplated by this Agreement.

Seller Representations. The Seller acknowledges, represents and warrants to Purchaser as followsthe Company that: (a) The Seller owns all Purchased Notes free is a limited partnership validly existing under the laws of the State of Delaware. The Seller has full and clear of all liensadequate right, pledgespower, encumbrancescapacity and authority to enter into, security agreementsexecute, equities, options, claims, charges deliver and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased Notesperform this Agreement. (b) This Agreement has been duly authorized, executed and delivered by the Seller has full power and authority constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except to sell and transfer the Purchased Notes to Purchaser without obtaining the waiverextent that enforcement thereof may be limited by bankruptcy, consentinsolvency, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party reorganization or other personlaws affecting enforcement of creditors’ rights or by general equitable principles. (c) The execution and delivery of this Agreement by such Seller and the performance by Seller of his, her, or its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such the record and beneficial owner of the Repurchase Shares, and upon the Closing will transfer to the Company, good and marketable title to all of the Repurchase Shares owned by the Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation free and clear of any material mortgageliens, pledgeclaims, liensecurity interests, encumbrance restrictions, options or charge upon other encumbrances of any kind. The Seller has not granted any option of any sort with respect to the Purchased Notes, Repurchase Shares owned by the Seller or any right to acquire the Repurchase Shares owned by the Seller or any interest therein other than pursuant to the Company under this Agreement. (d) Upon delivery The transfer of and payment for the Purchased Notes as herein contemplated, Repurchase Shares owned by the Seller will convey to Purchaser goodnot conflict with, valid and marketable title result in a breach or violation of, or constitute a default under, any law applicable to the Purchased Notes free and clear of all liensSeller or the limited partnership agreement, encumbrancesgeneral partnership agreement or other organizational document, equities, options, claims, charges and restrictionsas applicable, of the Seller or the terms of any nature whatsoeverindenture or other agreement or instrument to which the Seller is a party or bound, or any judgment, order or decree applicable to the Seller of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Seller; provided that no warranty is made with respect to the antifraud provisions of federal and state securities laws other than restrictions under applicable securities lawsas expressly set forth elsewhere herein. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the consummation by the Seller of the sale of the Repurchase Shares owned by the Seller hereunder. (f) The Seller has reviewed with Seller’s own tax advisors independently investigated and evaluated the federal, state and local tax consequences value of the transactions Repurchase Shares owned by the Seller and the financial condition and affairs of the Company. Based upon its independent analysis, the Seller has reached its own business decision to effect the sale of Repurchase Shares owned by the Seller contemplated by this Agreement. hereby. (g) The Seller is sophisticated and capable of understanding and appreciating, and does understand and appreciate, that future events may occur that result in an increase the price of the Repurchase Shares owned by the Seller, and that the Seller would be deprived of the opportunity to participate in any gain that might have resulted if the Seller had not relying on transferred the Repurchase Shares owned by the Seller to the Company hereunder. (h) The Seller has not engaged any statements investment banker, broker, or representations of Purchaser finder in connection with the Repurchase hereunder, and no broker’s or similar fee is payable by the Seller or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result affiliates in connection with the transfer of the transactions contemplated Repurchase Shares owned by the Seller hereunder. (i) The Seller has not taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company in connection with the transfer of the Repurchase Shares owned by the Seller hereunder. (j) Except for the express representations and warranties contained in this Agreement, neither the Company, nor any of its affiliates, attorneys, accountants and financial and other advisors, has made any representations or warranties to the Seller.

Seller Representations. Seller represents represents, warrants and warrants covenants to Purchaser, as of the date hereof and at all times during the Term, as follows and acknowledges that Purchaser as followsis relying upon such representations and warranties in connection with the purchase of Biodiesel hereunder: (a) Seller owns all Purchased Notes free is duly organized and clear a validly existing limited liability company under the laws of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions the State of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest Delaware with respect to the Purchased Notes. (b) Seller has full power and authority to sell carry on its business, to enter into this Agreement and transfer the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or other person.fully carry out its terms; (cb) The execution and delivery of this Agreement by such Seller and the performance completion of the transactions contemplated herein have been duly and validly authorized by Seller all necessary action on the part of hisSeller; c) There is no action, her, proceeding or its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, norinquiry pending or, to such Seller’s knowledge, result in the creation of any material mortgagethreatened, pledge, lien, encumbrance or charge upon any of the Purchased Notes, other than pursuant to this Agreement. (d) Upon delivery of and payment for the Purchased Notes as herein contemplated, against Seller will convey to Purchaser good, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws. (e) Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences of the transactions contemplated by this Agreement. Seller is not relying on any statements or representations of Purchaser or any of its agents. affiliates, nor does Seller understands know of or have any reason for believing there is any action, proceeding or inquiry, in either case which may materially affect its ability to carry out its obligations hereunder; d) Seller will have title to all Biodiesel to be delivered hereunder, the right to sell the same to Purchaser, and the Biodiesel delivered hereunder will be delivered free from any liens and encumbrances other than those to a bank or other financing source; e) Seller covenants that Seller it shall procure and maintain in force all licenses, consents and approvals required for its procurement and sale to Purchaser of the Biodiesel under this Agreement and shall be solely responsible for and indemnify Purchaser against any costs, liabilities or fines arising out of Seller’s own tax liability failure to comply with any applicable requirements of such licenses, consents and approvals; f) Seller covenants that may arise as it will maintain accurate and complete production and delivery records in a result prudent and businesslike manner in accordance with sound commercial practices in respect of the transactions contemplated Biodiesel produced by this AgreementSeller hereunder; g) Seller covenants that it will promptly notify Purchaser of any actual or anticipated production downtime or disruption to Biodiesel availability; and h) Seller is a limited liability company in good standing in the jurisdiction of its organization and is authorized to conduct business in each state where the nature of its business requires such authorization and is a U.S. entity for purposes of state and federal income and excise taxes.

Seller Representations. Each Seller hereby represents and warrants severally, and not jointly, to the Purchaser as of the date hereof and on the Closing Date as follows: (a) Seller owns is a corporation organized, validly existing and in good standing under the laws of the state of its incorporation and is duly licensed or qualified to conduct its business as currently conducted in all Purchased Notes free and clear of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions of any nature whatsoever, jurisdictions where a Mortgaged Property is located except any restrictions under applicable state and federal securities laws, and has where the failure to be so licensed or qualified would not previously entered into any commitment for the sale of all have a material adverse effect on its business or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased Notes.operations; (b) Seller has full power and authority to sell execute, deliver and transfer the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in perform this Agreement, Amicus Internationaland to enter into and consummate all transactions contemplated herein, (ii) any state or federal governmental authorityincluding authority to sell, or (iii) any third party transfer and repurchase the Mortgage Loans. All necessary corporate, regulatory or other person.similar action has been taken to authorize and empower Seller and the officers or representatives acting on Seller’s behalf to execute, deliver and perform this Agreement; (c) The Seller’s execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement by such Seller and the performance by Seller fulfillment of his, her, or its obligations pursuant to the terms of this Agreement applicable to it will not result in violate any material violation of, existing law or materially conflict withregulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation of the Seller, or constitute (with or without notice or lapse of time or both) a material default under, any agreement contract, agreement, mortgage, deed of trust, or other instrument to which Seller it is a party or such by which it or any of its properties are bound, in each case that would materially and adversely affect the Seller’s charter documents, nor, ability to such Seller’s knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon any of the Purchased Notes, other than pursuant to this Agreement.perform its obligations hereunder; (d) Upon delivery The transfer, assignment and conveyance of the Mortgage Notes and payment for the Purchased Notes as herein contemplated, Seller will convey Mortgages pursuant to Purchaser good, valid and marketable title this Agreement are not subject to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of bulk transfer or any nature whatsoever, other than restrictions under similar statutory provisions in effect in any applicable securities laws.jurisdiction; (e) Seller has reviewed with duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the Purchaser, the Secondary Repurchaser and each other Seller, constitutes a legal, valid and binding obligation of Seller enforceable against Seller according to its terms, except as such enforcement may be limited by bankruptcy, reorganization, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws relating to the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); (f) In the case of MorEquity, Inc. and American General Financial Services of Arkansas, Inc., Seller is a member of MERS in good standing; (g) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by Seller of this Agreement and the performance of its obligations hereunder other than those authorizations and approvals that have been obtained and those notices and filings that have been made, except that would not have a material adverse effect on the Seller’s own tax advisors abilities to perform its obligations hereunder; and (h) There are no actions or proceedings against, or investigations of, Seller before any court, administrative agency or other tribunal (i) asserting the federalinvalidity of this Agreement, state and local tax consequences (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement. Seller is not relying , (iii) seeking any determination or ruling that, in its judgment, has a reasonable likelihood of resulting in a material adverse effect on any statements or representations of Purchaser or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result of the transactions contemplated by this Agreement or (iv) seeking any determination or ruling, in each case that would materially and adversely affect the validity or enforcement of this Agreement.